What changed in this filing

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Item 9A. Controls and Procedures

2024-03-27 compared with 2023-03-30 · 1372 added, 1058 removed, 706 unchanged (77% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer,

has evaluated the design, operation, and effectiveness of the Company’s disclosure controls and procedures, as defined in Rules

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer,

has evaluated the design, operation, and effectiveness of our disclosure controls and procedures, as defined in Rules

13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2023.

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Act Rule 13a-15(f).

The Company’s internal control system is designed to provide reasonable assurance to management and to the

Company’s Board of Directors regarding the preparation and fair presentation of published financial statements.

Our internal control system is designed to provide reasonable assurance to management and to our Board of Directors regarding the preparation and fair presentation of published financial statements.

Under the supervision

and with the participation of management, including the Company’s Principal Executive Officer and Principal Financial Officer,

management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the

and with the participation of management, including our Principal Executive Officer and Principal Financial Officer,

management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the

framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on management’s evaluation under the framework in Internal Control—Integrated Framework, management concluded

that the Company’s internal control over financial reporting was effective as of December 31, 2022, at a reasonable assurance level.

Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control

that our internal control over financial reporting was effective as of December 31, 2023, at a reasonable assurance level.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control

over financial reporting.

Since the Company is a smaller reporting company,, management’s report is not subject to attestation

by the Company’s registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

Since we are a smaller reporting company, management’s report is not subject to attestation by

our registered public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

As a result, this

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Changes in Internal Control over Financial Reporting

were no changes in the Company’s internal control over financial reporting that occurred in the fourth quarter of 2022 that materially

affected, or would be reasonably likely to materially affect, the Company’s internal control over financial reporting.

were no changes in our internal control over financial reporting that occurred in 2023 that materially affected, or would

be reasonably likely to materially affect, our internal control over financial reporting.

Limitations of the Effectiveness of Internal Controls

effectiveness of the Company’s system of internal control over financial reporting is subject to certain limitations, including

effectiveness of our system of internal control over financial reporting is subject to certain limitations, including

the exercise of judgment in designing, implementing and evaluating the control system, the assumptions used in identifying the likelihood

of future events, and the inability to eliminate fraud and misconduct completely.

As a result, there can be no assurance that the Company’s

As a result, there can be no assurance that our

internal control over financial reporting will detect all errors or fraud.

However, the Company’s control systems have been designed

However, our control systems have been designed

to provide reasonable assurance of achieving their objectives.

The Company has utilized the 1992 Committee of Sponsoring Organizations

of the Treadway Commission’s internal control framework.

Other Information.

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Directors, Executive Officers and Corporate Governance.

following table sets forth certain information as of the date of this Report, concerning our directors and executive officers:

following table sets forth certain information as of the date of this Annual Report concerning our directors and executive

Chief Executive Officer, Director

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Financial Officer, Treasurer, Principal Accounting Officer

Vice-President,

Corporate Development and Investor Relations

de Paiva Monteiro, Esq.

of Environmental, Social and Corporate Governance (ESG), Vice-President, Administration and Operations, and Secretary

Myadzel, PhD, Geol.

Vice-President, Geology

Nogueira da Silva Júnior, Geol.

Vice-President,

Mineral Exploration

President, Corporate Strategy

Nicholas Rowley

Vice-President, Business Development

Fogassa , age 57, has been a director and our Chairman and Chief Executive Officer since 2012.

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He has extensive experience in Latin America.

Noriega was appointed by President George W.

Ambassador Noriega was appointed by President George W.

Bush and confirmed by the U.S.

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because of his experience in complex multi-jurisdictional agreements and his business and diplomatic experience with Brazil.

, age 45, has been an independent director

since 2021, and member of the Audit Committee of the Board of Directors since 2021.

She is an attorney with extensive experience in international

contracts, securities law and venture negotiations.

She has represented or engaged in transactions with leading companies in

the biomedical, technology and products and services sectors.

, age 46, has been an independent director since 2021, and member of the Audit Committee

of the Board of Directors since 2021.

She is an attorney with extensive experience in international contracts, securities law and venture

negotiations.

She has represented or engaged in transactions with leading companies in the biomedical, technology and products and services

From 2013 to 2017, Ms.

Olson was at Kaplowitz

and from 2017 to January, 2020, she was an attorney with the Crone Law Group.

Olson was at Kaplowitz Firm P.C.

and from 2017 to January 2020, she was an attorney with the

Crone Law Group.

From February 2020 to May 2022 Ms.

Olson was an attorney with Ellenoff Grossman & Schole LP.

She has been with Mitchell Silberberg

& Knupp since May of 2022.

She has been with

Mitchell Silberberg & Knupp since May of 2022.

She received a B.A.

in Economics and Finance from Loyola University in Chicago, and a J.D.

in Economics and Finance from Loyola University in Chicago, and

from The John Marshall School of Law.

Olson serves as a director because of her experience with working with large multinational companies

in complex transactions and her knowledge of U.S.

Olson serves as a director because of her experience with working with large multinational

companies in complex transactions and her knowledge of U.S.

securities law.

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Aguiar is fluent in Portuguese and English and is a licensed accountant in Brazil.

Bernier , age 64, has been our Vice-President, Corporate Development and Investor Relations since 2019.

Tkachenko , age 38, has been our Vice President, Corporate Strategy since 2023.

Tkachenko, a Ukrainian-American and a US-trained physician, has served as a strategic advisor to us since 2021, lending his leadership

talents and private sector experience to further the company’s mission to become a leading hard-rock lithium provider for the green

energy transition.

In 2022, Igor Tkachenko began consulting for us as our Director of Strategic Development, overseeing the rapid expansion

of our investor relations efforts.

He participated in the design and execution of our organizational growth strategy that led to our successful

up-listing to Nasdaq in January 2023.

Tkachenko graduated from the emergency medicine residency in 2019, after which he worked clinically

at the University of Tennessee Medical Center and served as a Clinical Assistant Professor at the University of Tennessee Graduate School

Tkachenko transitioned from his academic role to take on an executive position at the Company and began serving as our

Vice President of Corporate Strategy in 2023.

His education includes a Bachelor of Science (Summa Cum Laude) and a Doctor of Medicine

Nicholas Rowley , age 39, has been

our Vice-President, Business Development since 2023.

Rowley is an experienced corporate executive with a strong financial background

with over 18 years’ experience specializing in marketing and sales of various raw materials, corporate advisory, M&A transactions

and equities markets.

Rowley most recently served as Director – Corporate Development of Galaxy Resources Limited, an ASX-listed

lithium company from 2014 until 2021.

Rowley through this role saw the implementation and closing of the A$6 billion merger with

Orocobre Limited, to create the world’s fifth largest lithium producer Allkem (ASX:

AKE) in mid-2021 now Arcadium Lithium Plc (Nasdaq:

Rowley has a strong understanding of the international lithium market having traded various lithium minerals over the last

Having overseen the marketing and sales division at Galaxy Resources since the restart of the Mt.

Cattlin project in 2016,

he has been integral in building the supply chain from Australia through to Asia over that time.

Additionally,

on March 19, 2024, the Board appointed Brian Talbot, age 51, as our Chief Operating Officer and as a member of our Board, effective as

of April 1, 2024.

Most recently, Mr.

Talbot was the founder and director of RTEK International DMCC (“RTEK”), a consulting

firm that advises lithium developers and producers.

From July 2022 to September 2023, Mr.

Talbot was the Chief Operating Officer at Sigma

Lithium Corporation (“Sigma”), a Canadian lithium producer with operations in Brazil.

At Sigma, he oversaw the development

of Sigma’s flagship Grota do Cirilo project from construction through commissioning and operations.

From 2017 to 2022, Mr.

Bernier was a relationship manager at Four Spring Capital Trust, and from 2017 to 2019, he was a registered representative at Noble Capital

Markets and responsible for presenting selective investment opportunities to asset managers and high net worth individuals.

graduated with a degree in Management from Boston University.

de Paiva Monteiro, Esq.

, age 32, has been our Vice-President, Administration and Operations, since 2020, and our Chief of Environmental,

Social, and Corporate Governance (“ESG”) matters since 2021.

Previously he was a partner of the Brazilian law firm PRA Advogados

with three offices and headquarters in Belo Horizonte, state of Minas Gerais.

Monteiro has worked with all aspects of Brazilian business

law and has extensive experience in a wide range of areas from strategic business planning to litigation.

His prior clients included

large corporations in a variety of economic sectors in diverse states in Brazil.

Monteiro has a law degree from the Milton Campos

Faculty in Belo Horizonte, Brazil.

Subsequently he achieved a post-graduate degree in Business and Civil Law from the Pontifical Catholic

University of Minas Gerais.

Monteiro is also a director of Jupiter Gold Corporation and of Apollo Resources Corporation, two of our

consolidated subsidiaries..

Myadzel, PhD, Geol.

, age 47, became our Senior Vice-President, Geology, in 2022 after serving as an independent consultant to the

Company since 2021.

Under Regulation S-K 1300, he is a Qualified Person for lithium, iron, and gold, among other minerals.

is a geologist with over 23 years’ experience acquired in mines and projects in Russia, Ukraine, Guinea, Uruguay, and Brazil in

a variety of minerals including lithium, iron, and gold.

His primary expertise entails geological modeling, resource estimation, and

QA/QC analysis.

Myadzel has extensive experience in auditing mineral projects on behalf of investors or acquiring companies.

a principal at VMG Consultoria e Soluções Ltda, a company that has provided geological expertise to large global companies

with mines and projects in Brazil.

Myadzel received Bachelor and Master degrees in Geological Engineering and a PhD degree in Geology,

all from Kryvyi Rih National University in Ukraine.

Nogueira da Silva Júnior, Geol.

, age 42, became our Vice-President, Mineral Exploration, in 2021, after serving as an independent

consultant to the Company since 2018..

da Silva meets the requirements of a Qualified Person as such term is defined in the Regulation S-K 1300.

He is the Founder and was the Chief Technical Officer of MineXplore, a consultancy firm focused on mineral

rights in Brazil.

da Silva has been a consultant geologist with GeoEspinhaço, a firm that undertakes geological studies in

a variety of minerals across Brazil.

He has also been a college faculty member teaching geology.

Previously, he worked at the Brazilian

Mining Department and before that as a geologist at Usiminas Mineração.

da Silva has a Master of Geology degree from

the Federal University of Rio de Janeiro, and an undergraduate degree in Geological Engineering from the School of Mines of the Federal

University of Ouro Preto, the oldest mining college in Brazil.

da Silva is also a director of Jupiter Gold Corporation, one of our

consolidated subsidiaries.

Board of Directors is composed of four members, Ambassador Roger Noriega, Cassiopeia Olson, Esq., Stephen R.

Petersen, CFA, and Marc

held positions as General Manager and Head of Australian Operations at Galaxy Resources, an entity which is now part of Arcadium Lithium

PLC, one of the world’s largest fully integrated lithium companies.

While at Galaxy Resources, Mr.

Talbot was instrumental in increasing

the production at Mt.

Cattlin (a hard-rock lithium mine in Ravensthorpe, Western Australia) which resulted in record production.

Talbot brings to the board an extensive track record as a technical and operational leader throughout his career with over 30 years of

experience in mining operations.

In particular, his extensive experience in DMS (dense media separation) plant development and operation,

including designing, planning, building, and managing profitable mining operations globally, will be significant assets to the board.

Talbot holds a bachelor’s degree in chemical engineering with Honors from the University of Witwatersrand, South Africa.

Board of Directors currently is composed of four members, Ambassador Roger Noriega, Cassiopeia

Olson, Esq., Stephen R.

Petersen, CFA, and Marc Fogassa.

As noted above, Brian Talbot has been appointed to the Board of Directors, effective as of April 1, 2024.

are no family relationships among our directors and executive officers.

There is no arrangement or understanding between or among our

executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer, and there

is no arrangement, plan, or understanding as to whether non-management shareholders will exercise their voting rights to continue to

elect the current Board of Directors.

directors and executive officers have not, during the past ten years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer, either

at the time of the bankruptcy or within two years prior to that time,

convicted in a criminal proceeding and is not subject to a pending criminal proceeding,

subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction,

permanently, or temporarily enjoining, barring, suspending, or otherwise limiting his involvement in any type of business, securities,

futures, commodities, or banking activities;

found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission, or the Commodity Futures Trading

Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,

of Corporate Governance

are committed to maintaining high standards of business conduct and corporate governance, which we believe are fundamental to the overall

success of our business, serving our stockholders well, and maintaining our integrity in the marketplace.

As discussed below, our Board

of Directors has established three standing committees to assist it in fulfilling its responsibilities to us and our stockholders:

Audit Committee;

Compensation Committee;

Nominations Committee.

executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer.

currently have three independent directors on our Board of Directors.

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of independence.

Our Board of Directors has determined that the following directors are independent:

Roger Noriega

Petersen, CFA

to Nasdaq’s Board Diversity Rule 5605(f), which was approved by the SEC on August 6, 2021, we have taken steps to meet the diversity

objective as set out in this rule within the applicable transition period.

We identified candidates for our Board of Directors who meet

the board diversity requirement and have appointed one female independent director to our Board of Directors.

The following is our Board

Diversity Matrix as of the date hereof:

Our Board of Directors has determined that each of Ambassador Noriega, Mr.

Petersen and Ms.

Olson is independent.

has adopted certain governance and disclosure rules regarding diversity of listed companies’ boards of directors.

with a board of directors of five or fewer members, we are required to have at least one member of our Board who is

“diverse” as defined in the Nasdaq rules, and as shown below, we have met the Nasdaq’s diversity objective.

The following is our Board Diversity

Matrix as of the date of this Annual Report.

To see our Board Diversity Matrix as of March 30, 2023, please see our Annual Report on Form

10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2022.

Diversity Matrix

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of our Board of Directors

Board of Directors has established three standing committees- the Audit Committee, the Compensation Committee, and the Nominations Committee.

Board of Directors has established three standing committees - the Audit Committee, the Compensation Committee, and the Nominations

listing rules require that our Audit Committee be composed of at least three members all of whom are “independent directors”

1 unchanged sentence

As of the date hereof, our Audit Committee

was composed of the following, all of whom have been affirmatively determined by our Board of Directors to meet the definition of “independent

director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules, all of whom qualify as financial experts:

Roger Noriega

Petersen, CFA

Petersen, CFA, is an independent member of our Audit Committee who qualifies as an “audit committee financial

was composed of Ambassador Noriega, Mr.

Petersen and Ms.

Olson, each of whom have been affirmatively determined by our Board of Directors to meet the definition of “independent

director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules.

The Board has determined that Mr.

Petersen qualifies as an “audit committee financial

expert” as defined in Item 407(e)(5) of Regulation S-K.

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agents and representatives, including consultants.

A copy of the code of business conduct and ethics is available on our website at www.atlas-lithium.com.

We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer,

principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on

our website identified above.

The inclusion of our website address does not include or incorporate by reference the information on our

website into this document.

Fogassa, our Chief Executive Officer and Chairman, currently controls approximately 54.11% of the voting power of our capital stock and

will control approximately 53.76% of the combined voting power of our capital stock upon completion of this offering, and we believe

we may be a “controlled company,” as such term is defined under the Nasdaq Listing Rules.

We currently do not rely on

the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in the future.

We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any

principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions

or our directors on our website.

of December 31, 2023, Marc Fogassa, our Chief Executive Officer and Chairman, controlled approximately 68.1% of the voting power of our

capital stock, and therefore we are a “controlled company,” as such term is defined under the Nasdaq Listing Rules.

We currently do not

rely on the controlled company exemptions provided under the Nasdaq Listing Rules, but we may do so in the future.

Executive Compensation.

of Named Executive Officers

Compensation Table

following table sets forth, for the years ended December 31, 2022 and 2021, a summary of the compensation paid to or earned by the Named

Executive Officers.

Note that, as a “smaller reporting company” and pursuant to the rules of the SEC, the Company is providing

compensation information for 2022 and 2021 for Marc Fogassa, our Chief Executive Officer, Gustavo Aguiar, our Chief Financial Officer

and Brian Bernier, Vice President of our Corporate Development, as the two most highly compensated executive officers of the Company,

other than Mr.

This section discusses the material components of the executive compensation program in the fiscal year ended December 31, 2023, for our “named executive officers.” As a smaller reporting company, the SEC defines our named executive officers as (i) our Chief Executive Officer;

(ii) our two most highly compensated

executive officers other than the Chief Executive Officer, who were serving as such as of December 31, 2023;

and (iii) up to two

additional individuals for whom disclosure would have been provided pursuant to (ii) but for the fact they were not serving as an executive officer at the end of the year.

We have identified the

following individuals as our named executive officers according to this definition:

Fogassa, our Chief Executive Officer and Chairman;

Aguiar, our Chief Financial Officer;

Tkachenko, our Vice President of Corporate Strategy;

Bernier, our Vice President of Investor Relations.

The primary objectives of our executive

compensation programs are to attract and retain talented executives to effectively manage and lead us .

The compensation packages

for Atlas Lithium’s named executive officers generally include a base salary, an annual cash bonus and equity.

Summary Compensation Table

Principal Position

Awards ($)(1)

Non-Qualified

Fogassa, Chairman and

Financial Officer (4)

Corporate Development (8)

to the terms of Mr.

Fogassa’s amended and restated employment agreement, his 2021 performance bonus,

which was paid in cash in early 2022 as half in cash and half in stock.

amounts in this column reflect the aggregate grant date fair value of stock options granted in 2021 and 2022 to our Chief Executive

Officer calculated in accordance with FASB ASC Topic 718.

Please see Note 6 to the consolidated financial statements for the year

ended December 31, 2021 and 2022 contained in this Annual Report for the assumptions used in the calculation of grant date fair value

pursuant to FASB ASC Topic 718.

amounts in this column reflect the aggregate grant date fair value of stock awards granted in 2022 calculated.

in accordance with

FASB ASC Topic 718to our Chief Executive Officer.

Pursuant to the terms of Mr.

Fogassa’s amended and restated employment agreement,

he received half of his 2021 performance bonus as fully vested stock, which was granted in early 2022.

Aguiar was appointed as our Chief Financial Officer on March 16, 2022.

Aguiar receives specific performance bonuses tied to successful completion and timely filing of our periodic reporting obligations

with the SEC.

Bernier receives discretionary performance bonus.

to the terms of his agreement with the Company, Mr.

Bernier does not receive cash compensation.

Bernier is granted monthly

fully vested shares equal to $2,500 in value, with the price per share calculated as the average closing price for the applicable

monthly period.

Bernier was hired/appointed VP, Corporate Development in 2019

Other Compensation for Mr.

Fogassa includes disability insurance coverage

Fogassa for 2021 and 2022, and medical, dental and vision insurance coverage for Mr.

Fogassa and his dependents for part of 2022.

Awards ($) (1)

Incentive Plan Compensation ($)

Other Compensation ($) (2)

Marc Fogassa, Chairman and

2,133,410 (4)

Chief Executive Officer

Gustavo Aguiar,

Chief Financial Officer

Brian Bernier,

VP, Investor Relations

Igor Tkachenko, VP, Corporate Strategy

4,234,498 (119)

amounts in these columns reflect the aggregate grant date fair value of stock awards and stock options calculated in accordance with

FASB ASC Topic 718.

Please see Note 5 to the consolidated financial statements for the year ended December 31, 2023, contained in

this Annual Report for the assumptions used in the calculation of grant date fair values pursuant to FASB ASC Topic 718.

All Other Compensation includes disability, medical, dental and vision insurance coverage benefits.

P ursuant to the

Fogassa’s amended and restated employment agreement, his performance bonus for each calendar

year is earned when the level of achievement is determined by the Board in the calendar year following the corresponding performance year.

Such an amount is paid half in cash and half in fully-vested shares of common stock granted after the performance

bonus is determined.

The amount shown in the Stock Awards column for 2023 represents the grant of fully vested

shares of common stock during calendar year 2023 for performance in the calendar year 2022.

The grant of the Stock Award for calendar

year 2023 performance was approved and granted by Board in calendar 2024 and will be disclosed in the proxy statement for calendar year

Represents options to purchase 30,000 shares of Series D Convertible

Preferred Stock.

All of the options to purchase Series D Convertible Preferred Stock have been exercised and there are no such options

currently outstanding .

Represents Mr.

Pereira de Aguiar’s base salary of $9,500 per month through August 31, 2024, and his base salary

of $15,000 per month, effective as of September 1, 2023, as described below.

Pursuant to his employment agreement, Mr.

Pereira de Aguiar is entitled to a cash bonus tied to certain performance metrics.

Represents 85,019 restricted

shares of common stock, in the form of restricted stock units, as described under the “ Gustavo Pereira de Aguiar Agreement ”

discussion below.

Pursuant to his employment agreement, Mr.

Bernier is eligible to receive bonuses provided at our discretion.

Bernier received (i) 1,456 fully vested shares of common stock as monthly

compensation from January 2023 to May 2023 and (iii) a grant of 5,600 restricted stock units which vest annually over four

years beginning June 1, 2024.

Tkachenko was appointed Vice President, Corporate

Strategy in September 2023 and the amount shown represents a pro-ration of his annual base salary of $420,000.

Represents 80,000 shares of common stock granted to Mr.

as a bonus during his consultancy period, prior to becoming an executive officer, and 40,533 shares issued pursuant to Mr.

Tkachenko’s employment agreement based on us achieving certain market capitalization milestones.

to Summary Compensation Table

December 31, 2020, our Board approved an

amendment and restatement of the employment agreement between the Company and Marc Fogassa, our Chief Executive Officer (the

“A&R Employment Agreement”).

December 31, 2020, our Board approved an amendment and restatement of the employment agreement between us and Marc Fogassa,

our Chief Executive Officer (the “A&R Employment Agreement”).

Under the A&R Employment agreement, Mr.

Fogassa will no longer be entitled to a

salary payable in cash, which under the terms of the prior agreement was for an amount of $250,000 per annum.

Instead, he will be

granted each month ten-year non-qualified stock options to purchase up to 33,334 shares of our common stock at an exercise price

equal to $0.0075 per share, such price and shares being subject to customary adjustments for any dividends, stock splits,

reorganization or similar events.

If and when such options are exercised, the stock to be received will be restricted by the

provisions of Rule 144, which currently limits any sales of affiliates with respect to the Company to 1% of the total outstanding

shares per every 90-day period.

Fogassa is also entitled to incentive compensation payable half in cash and half in fully vested shares of common

stock upon achieving of certain book value metrics, as set forth in the A&R Employment Agreement.

Under the A&R Employment

Agreement, Mr.

Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary residence out of the United

States, The Company shall pay all costs of reasonable medical, dental, vision, long-term disability, and short-term disability to Mr.

Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by Mr.

Unless declined by

Fogassa, the Company shall pay the annual premium costs of a life insurance policy for Mr.

Fogassa in the amount of $5,000,000 for

payment to his designated beneficiaries.

Upon termination by the Company, the Company shall immediately make a payment to Mr.

equal to 500,000.

If upon the completion of a change of control, or other corporate event, Mr.

Fogassa is no longer the Chief Executive

Officer of the Company, or the Chief Executive Officer of the new controlling person of the Company, as the case may be, then the Company

shall immediately make a payment to Mr.

longer received a salary payable in cash, which under the terms of the prior agreement was for an amount of $250,000 per

Instead, he was to be granted non-qualified stock options to purchase 33,333 shares of common stock at an

exercise price of $0.0075 per share.

Pursuant to the A&R Employment Agreement, Mr.

Fogassa is also entitled to incentive

compensation payable half in cash and half in fully vested shares of common stock upon achievement of certain book value metrics, as

set forth in the A&R Employment Agreement.

the A&R Employment Agreement, Mr.

Fogassa is entitled to a housing benefit of up to $5,000 per month for a primary or secondary

residence out of the United States.

We shall pay all costs of reasonable medical, dental, vision, long-term disability, and

short-term disability to Mr.

Fogassa, and to his spouse or partner and children under the age of 21, at reasonable plans chosen by

Unless declined by Mr.

Fogassa, we shall pay the annual premium costs of a life insurance policy for Mr.

Fogassa in the

amount of $5,000,000 for payment to his designated beneficiaries.

In the event of a termination of employment by us, we shall

immediately make a payment to Mr.

Fogassa equal to $500,000.

On March 15, 2022, the Company and Gustavo

Pereira de Aguiar, our Chief Financial Officer, entered into an agreement, effective March 16, 2022

If upon the completion of a change of control, or other corporate

Fogassa is no longer our Chief Executive Officer, or the Chief Executive Officer of our new controlling

person, as the case may be, then we shall immediately make a payment to Mr.

Fogassa equal to

September 2021, the Board determined to allow Mr.

Fogassa, as his election, to receive monthly grants of stock options to purchase shares

of the Series D Convertible Preferred Stock in lieu of the options to purchase common stock as described above, and in 2023, Mr.

was granted stock options to purchase 2,500 shares of Series D Convertible

Preferred Stock each month.

In December 2023, the Board approved Mr.

receiving such stock option compensation on an annual, rather than monthly, basis.

Additionally, Mr.

Fogassa elected to begin again receiving

options to purchase shares of common stock, and in 2024, Mr.

Fogassa was granted an annual award of stock options to purchase 399,966

shares of common stock pursuant to these actions.

Gustavo Pereira

de Aguiar Agreement

March 15, 2022, Gustavo Pereira de Aguiar, our Chief Financial Officer, entered into an agreement with us, effective March

16, 2022 (the “Start Date”), pursuant to with Mr.

Aguiar is providing services to us (the “GPA Employment Agreement”).

Under the GPA Employment Agreement, Mr.

de Aguiar received a signing bonus totaling $25,000, all payable in 2022 in two equal tranches ,

and is being paid base cash compensation of $9,500 per month .

He is entitled

to a maximum annual bonus of $45,000, with the amount received conditioned on the filing by the Company, on an annual basis, of

one Form 10-K and three Forms 10-Q with the SEC.

Further, on the Start Date, Mr.

Pereira de Aguiar was granted 85,019 common shares (the

“GPA Grant”), for the purchase price of $1.00 discounted from the first base compensation, which will vest over four years

in four tranches.

The agreement is terminable at any time by mutual

agreement of the parties and at any time for any reason or no reason by one party, with prior written notice of thirty days to the other

party, provided that if Mr.

Pereira de Aguiar’s employment is terminated for any reason by the Company other than gross negligence

or willful malfeasance, the GPA Grant shall be deemed to be fully vested immediately upon such termination.

If such termination occurs

before the first-year anniversary of the Start Date, the Company shall be required to make a $60,000 payment to Mr.

Pereira de Aguiar

within thirty days of said termination, and if such termination occurs after the first anniversary, but before the second anniversary

of the Start Date, then the Company shall be required to make a $30,000 payment to Mr.

Pereira de Aguiar within thirty days of said termination.

If the Company terminates the GPA Employment Agreement for gross negligence or willful malfeasance, then the portion of the GPA Grant

which is not yet vested shall be deemed to be forfeited.

Outstanding Equity Awards

at Fiscal Year-End

The following table provides

information regarding equity awards held by the named executive officers that were outstanding as of December 31, 2022:

Option awards

Aguiar is providing services to us (the “GPA Employment

the GPA Employment Agreement, Mr.

Pereira de Aguiar received a signing bonus totaling $25,000,

and was entitled to base cash compensation of $9,500 per month and a maximum annual bonus of $45,000, with the amount

received conditioned on the filing by us, on an annual basis, of one Form 10-K and three Forms 10-Q with the SEC.

Further, on the

Start Date, for the purchase price of $1.00, Mr.

de Aguiar was to be granted 85,019 shares of common

stock that would vest over four years in four tranches.

In satisfaction of Mr.

Pereira de Aguiar’s right to receive

such shares, we have granted him an equity award in the form of 85,019 restricted stock units (“RSUs” and the RSU grant,

the “GPA RSU Grant”), which vests over four years in four tranches.

The first and the second tranche of the GPA RSU

Grant vested on March 16, 2023, and [March 15, 2024], respectively and Mr.

Pereira de Aguiar was issued 21,255 shares of our common

stock on each respective vesting date

agreement is terminable at any time by mutual agreement of the parties and at any time for any reason or no reason by either party,

with prior written notice of thirty days to the other party;

provided, that if Mr.

Pereira de Aguiar’s employment is

terminated for any reason by us other than gross negligence or willful malfeasance, the GPA Grant shall be deemed to be fully vested

immediately upon such termination.

The agreement provided for a payment of $60,000 if such termination occurred before the

first-year anniversary of the Start Date, and a payment of $30,000 if such termination occurred

before the second anniversary of the Start Date.

If we terminate the GPA Employment Agreement for gross negligence or willful malfeasance, then the

portion of the GPA Grant which is not yet vested shall be deemed to be forfeited.

2023, the Board approved certain amendments to Mr.

Pereira de Aguiar’s compensation, pursuant to which, (i) effective

September 1, 2023, he is entitled to a base salary of $15,000 per month, (ii) for calendar year 2024, Mr.

Pereira de Aguiar’s

performance-based bonus will entitle him to earn a cash payment equal to five times his then monthly salary upon the achievement of

certain goals related to his duties as Chief Financial Officer, and (iii) his GPA Grant was amended to provide for immediate vesting

upon a change in control.

Igor Tkachenko Agreement

30, 2023, we entered into an employment agreement with Igor Tkachenko that provides for

a term through December 31, 2026, subject to renewal by mutual consent.

The agreement provides that Mr.

Tkachenko will serve as our Vice

President of Corporate Strategy and will be entitled to a base salary of $420,000 per year.

Additionally, Mr.

Tkachenko will have the

right to receive shares of our common stock equal to 0.2% of the shares of common stock then outstanding when and if our market

capitalization reaches $200 million, $300 million, $400 million, $500 million, $600 million, $800 million and $1 billion.

The agreement

further provides that in the event that we undergo a change in control (as defined in our 2023 Stock Incentive Plan) and any of the foregoing

performance requirements have not been met, Mr.

Tkachenko’s right to receive such shares will be accelerated.

The agreement also

contains a non-compete provision pursuant to which Mr.

Tkachenko has agreed not to engage in competitive activities during his employment

period and for a period of one year thereafter.

Equity Awards at Fiscal Year-End

following table provides information regarding equity awards held by the named executive officers that were outstanding as of December

of securities underlying unexercised options (#) exercisable

10 unchanged sentences

Market or payout value of unearned shares, units or other rights that have not vested ($)(1)

Fully-vested option to

purchase up to 151,141 shares of our common stock at $0.0075 per share.

In accordance with the

terms of the A&R Employment Agreement, Mr.

Fogassa agreed to receive awards of stock options on a monthly basis in lieu of base

All options vested 100% on the grant date and have a ten-year term expiring on the tenth anniversary of the corresponding

Fully-vested options to purchase up to 2,500 shares of our Series D Convertible Preferred Shares for $0.10

per share of our Series D Convertible Preferred Stock.

On March 16, 2022, Mr.

Aguiar was granted restricted shares of Company common stock which will vest over four years in four equal tranches.

following table sets forth a summary of compensation for the fiscal year ended December 31, 2022, that we paid to each director other

than its Chief Executive Officer, whose compensation is fully reflected in the the Summary Compensation Table set forth above.

not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors;

these columns have been omitted from the following table.

No other or additional compensation for services were paid to any of the directors.

Compensation ($)

Roger Noriega

Gustavo Aguiar

Igor Tkachenko

Brian Bernier

All amounts are based on the closing price of our common stock on December 29, 2023, of $31.28.

restricted stock units, 21,255 of which vest on each of March 16, 2024,

and March 16, 2025, and 21,254 of which vest on

March 16, 2026 .

the aggregate number of shares of our common stock that Mr.

Tkachenko is entitled to receive pursuant to his employment agreement,

if and when our market capitalization reaches $400 million, $500 million, $600 million, $800 million, and $1

Represents restricted stock units which vest over four

years in four equal tranches beginning June 1, 2024.

following table sets forth a summary of compensation for the fiscal year ended December 31, 2023, that we paid to each director

other than our Chief Executive Officer, whose compensation is fully reflected in the Summary Compensation Table set forth above.

do not sponsor a pension benefits plan, a non-qualified deferred compensation plan, or a non-equity incentive plan for directors;

therefore, these columns have been omitted from the following table.

No other or additional compensation for services were paid to

any of the directors.

In December 2023, the Board of Directors approved a new compensation plan for directors, beginning in 2024,

pursuant to which each director shall receive options to purchase 10,000 shares of our common stock, which will vest monthly in

equal increments over a one-year period.

Stock Compensation ($) (1 )

Ambassador Roger Noriega

$ 374,356 (2)

Cassiopeia Olson, Esq.

Petersen, CFA

amounts in this column reflect the aggregate grant date fair value of stock options granted in 2022 to each director calculated in

accordance with FASB ASC Topic 718.

Please see Note 6 to the consolidated financial statements for the year ended December 31, 2021

contained in this Annual Report for the assumptions used in the calculation of grant date fair value pursuant to FASB ASC Topic 718.

On December 31, 2020, our Board of Directors approved an amendment and restatement of the compensation agreement between the Company

and Ambassador Roger Noriega, its independent director.

The material change in the agreement is as follows.

Under the prior agreement,

Ambassador had the right to receive an annual compensation of $50,000 payable quarterly through the issuance of such number of five-year

options on our common stock as needed to make their Black-Scholes aggregate valuation equal to $12,500;

such options had a strike price

equal to the average market price of the common stock during such quarter.

Under the amended and restated agreement, Ambassador Noriega

will receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 20,000 shares of our common stock at an exercise

price equal to $0.0075 per share, such price and shares being subject to customary adjustments for any dividends, etc.

If and when such

options are exercised, the stock to be received will be restricted by the provisions of Rule 144, which currently limits any sales of

affiliates with respect to the Company to 1% of the total outstanding shares per every 90-day period.

September 17, 2021, we filed a Current Report on Form 8-K indicating that on September 15, 2021,

our Board approved resolutions that allow directors the choice to direct the option compensation described in the Board resolutions dated

December 31, 2020 (the “2020 Resolutions,” reported in the Form 8-K filed with the SEC on January 7, 2021) to either options

to purchase our common stock as originally described in the 2020 Resolutions or to an equivalent number of options to purchase our Series

D Convertible Preferred Stock.

amounts in these columns reflect the aggregate grant date fair values of shares of common stock and

stock options granted in 2023 to each director calculated in accordance with FASB ASC Topic 718.

Please see Note 5 to the

consolidated financial statements for the year ended December 31, 2023, contained in this Annual Report for the assumptions used in

the calculation of grant date fair value pursuant to FASB ASC Topic 718.

(2) Ambassador Noriega was party to a compensation arrangement with the Company pursuant to which he is entitled to receive, on a quarterly basis, ten-year non-qualified stock options to purchase up to 20,000 shares of our common stock at an exercise

price equal to $0.0075 per share.

September 15, 2021, our Board approved a change to the arrangement that allows Ambassador Noriega the choice to elect to receive the compensation in either options to purchase our common stock or to an equivalent number of

options to purchase Series D Convertible Preferred Stock.

In 2023, Ambassador Noriega received options to purchase 6,000 shares of Series D Convertible Preferred Stock pursuant

to this election.

All of such options were

exercised in 2023, and Ambassador Noriega converted the shares of Series D Convertible Preferred Stock were converted into shares of our

common stock.

The compensation arrangement with Ambassador Noriega was terminated

in connection with the approval of the new compensation plan for directors noted above .

Olson and Mr.

Petersen had the right to receive $6,000 in cash each for services as director during the year 2022.

Both were given

a choice and opted to receive shares of our common stock at then public market price instead of cash.

Petersen had the right to receive $6,000 in cash each for services as a director during 2023.

given a choice and opted to receive shares of our common stock at the then public market price instead of cash.

Beginning in 2024, Ms.

Olson and Mr.

Petersen will receive the compensation under the new compensation plan for directors

Compensation Plan

2017, our Board of Directors approved our 2017 Stock Incentive Plan under which we can offer eligible employees, consultants, and non-employee

directors cash and stock-based compensation and/or incentives to compensate, attract, retain, or reward such individuals.

2022, our Board of Directors and the holder of a majority of the voting power of our issued and outstanding capital stock approved an

increase in the number of common shares allocated to the 2017 Stock Incentive Plan from 33,334 to 333,334.

We have no other equity compensation

The table below sets forth certain information as of December 31, 2022 with respect to the 2017 Stock Incentive Plan.

On May 25, 2023, the Board of Directors approved, and

our majority stockholder ratified and confirmed the adoption of the 2023 Stock Incentive Plan.

The table below sets forth certain information

as of December 31, 2023 , with respect

to the 2023 Stock Incentive Plan.

Plan Category

available for

column “(a)”)

compensation plans approved by security holders

compensation plans not approved by security holders (2017 Stock Incentive Plan)

Delinquent Section 16(a) Reports

Under Section

16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required to report

initial ownership of our common stock and any subsequent changes in ownership to the SEC.

Specific due dates have been established by

the SEC, and the Company is required to disclose in this Annual Report any failure to file required ownership reports by these dates.

Based solely upon a review of forms filed with the SEC and the written representations of such persons, the Company is aware of no late

Section 16(a) filings except as follows:

(i) for Brian W.

Bernier , a late Form 4 filing related

to a sale of common stock subject to a Rule 10b5-1 Sales Plan ;

(ii) for Marc Fogassa ,

a late Form 4 filing related to monthly grants of Series D Convertible Preferred Stock Options ;

(iii) for Joel de Paiva Monteiro , a late Form 4 filing related to monthly grants of

common stock held by Joel Monteiro Sociedade Individual de Advocacia ;

(iv) for Roger Noriega ,

a late Form 4 filing related to quarterly grants of Series D Convertible Preferred Stock Options ;

(v) for Areli Nogueira da Silva Junior , a late Form 4 filing related to monthly grants

of common stock and grants of common stock as additional compensation for services rendered to the Company held by Geoespinhaco Consultoria

Geologica Ltda ;

(vi) for Gustavo Pereira de Aguiar ,

a late Form 4 filing related to a grant of common stock related to his employment as CFO, Treasurer and PAO ;

(vii) for Volodymyr Myadzel , a late Form 4 related to monthly grants of common stock ;

(viii) for Roger Noriega, a late Form 4 related to grants of common stock in connection with the cashless exercise of stock options,

quarterly awards of common stock options for services as a director, and exercises of common stock options ;

(ix) for Marc Fogassa , a late Form 4 filing related to monthly grants of Series D

Convertible Preferred Stock Options, grants of common stock for services rendered to the Company, cash exercise of stock options, cashless

exercises of stock options, a grant of common stock related to an open market acquisition, dispositions of common stock pursuant to a

10b5-1 Sales Plan, grants of common stock in satisfaction of contractual obligations, a grant of one share of Series A Convertible Preferred

Stock in connection with a series of transactions effected in December 2012, grants of common stock options in connection with the conversion

of the 0% Convertible Promissory Note issued in September 2017, an exercise of common stock options, cancellation of the 0% Convertible

Promissory Notes and conversion of certain Convertible Promissory Notes into options to purchase common stock or the monetary equivalent

of Series D Convertible Preferred Stock, and conversion of Series D Convertible Preferred Stock issued in connection with the satisfaction

and cancellation of the 6% Convertible Notes issued in September 2017 into common stock ;

Bernier, a late Form 3 filing, amending the original Form 3 filed upon his appointment as Vice President, to disclose previously

unreported monthly grants of common stock and correct the total amount of securities beneficially owned following the reported transactions;

(xi) for each of Joel de Paiva Monteiro, Volodymyr Myadzel, Gustavo Pereira de Aguiar and Areli Nogueira da Silva Junior ,

a late Form 3 filing upon their appointment as VP, Admin & Ops, ESG, VP, Geology, CFO/PAO and VP, Mineral Exploration, respectively;

(xii) for Cassiopeia Olson , a late Form 4 filing related to a grant of common stock

options as compensation for services as a director , (xiii) for Stephen R.

a late Form 4 related to a purchase of common stock pursuant to a Securities Purchase Agreement, a grant of a common stock purchase

warrant as inducement for purchase of common shares of a subsidiary of the Company, and a grant of common stock options as compensation

for services as a director ;

(xiv) for Brian W.

Bernier, a late Form 4, amending the original Form

4 filed in November 2021, to disclose the correct amounts of securities beneficially owned after reported transactions and to disclose

previously unreported transactions related to monthly grants of common stock and sales of common stock pursuant to a 10b5-1 Sales

(xv) for Brian W.

Bernier, a late Form 4, amending the original Form 4 filed in November 2021,

to correct the amount of securities beneficially owned after a sale of common stock pursuant to a 10b5-1 Sales Plan ;

(xvi) for Brian W.

Bernier, a late Form 4 filing related to monthly grants of common stock ;

(xvii) for Areli Nogueira da Silva Junior , a late Form 4 filing related to monthly

grants of common stock held by Geoespinhaco Consultoria Geologica Ltda ;

(xviii) for Volodymyr

Myadzel , a late Form 4 filing related to a monthly grant of common stock ;

(xix) for Joel de Paiva Monteiro , a late Form 4 filing related to a monthly grant

of common stock held by Joel Monteiro Sociedade Individual de Advocacia ;

(xx) for Brian W.

a late Form 4 filing related to a monthly grant of common stock ;

and (xxi) for Areli

Nogueira da Silva Junior , a late Form 4 filing related to a monthly grant of common stock

held by Geoespinhaco Consultoria Geologica Ltda .

Equity compensation plans approved

by security holders (2023 Stock Incentive Plan)

1,167,652 (i)

1,167,652 in restricted stock awards with common stock to be issued upon fulfillment of a variety of time, market and performance vesting

Includes only the weighted-average exercise price of the outstanding options, as the restricted stock awards have no associated exercise

Section 16(a) Reports

Section 16 of the Exchange Act, our directors, executive officers and any persons holding more than 10% of our common stock are required

to report initial ownership of our common stock and any subsequent changes in ownership to the SEC.

Specific due dates have been established

by the SEC, and we are required to disclose in this Annual Report any failure to file required ownership reports by these dates.

solely upon a review of forms filed with the SEC and the written representations of such persons, we are aware of the following:

Nicholas Rowley filed a late Form 3 after being appointed as our Vice President, Business Development;

(ii) each of the following persons,

all of whom ceased to be officers subject to the reporting requirements of Section 16 in December 2023, failed to file two Forms 4, each

of which reported one transaction:

Brian Bernier, Joel de Paiva Monteiro, Volodymyr Myadzel, and Areli Nogueira da Silva Júnior;

(iii) Marc Fogassa reported five transactions-late, each of which should have been reported on a separate Form 4;

(iv) Stephen R.

failed to file three Forms 4, each reporting one transaction;

(v) Cassiopeia Olson failed to file one Form 4 reporting one transaction;

(vi) Roger Noriega filed three late Forms 4, each reporting one transaction.

All of the transactions that should have been reported on

a Form 4 have since been reported on a late year-end report on Form 5.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table prepared in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder,

sets forth certain information regarding our common stock and securities convertible into our common stock within 60 days of the date

of this Annual Report, by:

(i) each person who is known by us to own beneficially more than 5% of its outstanding Common Stock;

each named executive officer and director;

following table sets forth information known to us regarding beneficial ownership of our common stock and securities convertible

into our common stock within 60 days of the March 22, 2024 , by:

(i) each person who is known by us to own beneficially more than 5% of our outstanding common stock;

(ii) each named executive officer

and director;

and (iii) all officers and directors as a group.

As the date of this Annual Report, there were 6,738,062

outstanding shares of our common stock.

As of March 22, 2024, there were 12,769,581 outstanding shares of our

common stock.

and Address of Beneficial

A Preferred Stock (3)

D Preferred Stock (4)

Directors and Named Executive Officers:

Directors and Named Executive

Marc Fogassa(6)

Roger Noriega(8)

Olson, Esq.(9)

Ambassador Roger Noriega( 7 )

Cassiopeia Olson, Esq.( 8 )

Petersen, CFA(9)

Pereira de Aguiar(11)

executive officers and directors (9 persons)(13)

5% Stockholders:

Marc Fogassa(7)

The mailing address of each of the officers and directors as set forth above is c/o Atlas Lithium Corporation, 433 North Camden Drive, Suite 810, Beverly Hills, CA 90212.

Gustavo Pereira de Aguiar

Igor Tkachenko

All executive officers and directors (7 persons)(10)

Over 5% Stockholders:

Antonis Palikrousis (11)

The mailing address of each of the officers and directors as set forth

above is c/o Atlas Lithium Corporation,1200 N.

Federal Hwy, Suite 200, Boca Raton, Florida 33432, United States.

The mailing address

of Antonis Palikrousis is Flat 507, Sunlight Tower Amin Bin, Yasir Street, Al Qasmiya Sharjah, United Arab Emirates.

Each share of common stock is entitled to one vote.

The Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (“Series A Preferred”) provides that for so long as Series A Preferred is issued and outstanding, the holders of Series A Preferred shall vote together as a single class with the holders of common stock, with the holders of Series A Preferred being entitled to 51% of the total votes on all such matters regardless of the actual number of shares of Series A Preferred then outstanding, and the holders of common stock are entitled to their proportional share of the remaining 49% of the total votes based on their respective voting power.

The one share of Series A Preferred is convertible into one share of common stock and may be converted at any time at the election of the holder.

The Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock (“Series D Preferred”) provides that for so long as Series D Preferred is issued and outstanding, the holders of Series D Preferred shall have no voting power in matters unrelated to the Series D Preferred until such time as the Series D Preferred is converted into shares of common stock.

Each share of Series D Preferred is convertible into 13 and 1/3 shares of common stock and may be converted at any time at the election of the holder.

Represents shares and rights on an as-converted to common stock basis.

Represents percentage of voting power of our common stock, Series A Preferred, and Series D Preferred (on an as converted basis) voting together as a single class.

As of the date of this Annual Report, 6,738,062 shares of our common stock were issued and outstanding, one share of our Series A Preferred was issued and outstanding, and 214,006 shares of our Series D Preferred were issued and outstanding.

All outstanding shares of Series A Preferred and Series D Preferred are held by Marc Fogassa.

Consists of 324,184 shares of our common stock owned by Marc Fogassa and his affiliates, 151,141 shares underlying vested options to purchase common stock, 1 share of Series A Preferred, 214,006 shares of Series D Preferred, and 67,500 shares underlying vested options to purchase Series D Preferred.

Consists of 147,202 shares of common stock and 13,500 shares underlying vested options to purchase Series D Preferred.

Consists of 750 shares of common stock and 10,667 shares underlying vested options to purchase common stock.

Consists of 11,862 shares of common stock and 16,000 shares underlying vested options to purchase common stock.

Consists of shares underlying vested options to purchase common stock.

Consists of 43,577 shares of common stock and 1,075 shares underlying vested options to purchase common stock.

Consists of 556,797 shares of common stock, 202,936 shares underlying vested options to purchase common stock, 1 share of Series A Preferred, 214,006 shares of Series D Preferred, and 81,000 shares underlying vested options to purchase Series D Preferred.

The Certificate of Designations, Preferences and Rights of Series A

Convertible Preferred Stock (“Series A Preferred”) provides that for so long as Series A Preferred is issued and

outstanding, the holders of Series A Preferred shall vote together as a single class with the holders of common stock, with the

holders of Series A Preferred being entitled to 51% of the total votes on all such matters regardless of the actual number of shares

of Series A Preferred then outstanding, and the holders of common stock are entitled to their proportional share of the remaining

49% of the total votes based on their respective voting power.

The one share of Series A Preferred is convertible into one share of

common stock and may be converted at any time at the election of the holder.

The one issued and outstanding share of Series A Preferred has been held by Marc Fogassa since 2012.

Represents shares and rights on an as converted to common stock

percentage of voting power of our common stock and Series A Preferred (on an as converted basis) voting together as a single class.

As of March 27, 2024, 12,769,581 shares of our common stock were issued and outstanding, and one share of our Series A Preferred

was issued and outstanding.

of 4,400,638 shares of our common stock owned by Marc Fogassa and his affiliates, 16,328 shares of common stock earned by Mr.

Fogassa in respect of our performance in 2023 and contractually owed pursuant to his December 2020 employment agreement, which he

has the right to receive within 60 days;

166,665 shares of common stock underlying compensatory vested stock options and stock

options that will vest within 60 days;

and 1 share of Series A Preferred which Mr.

Fogassa has held since 2012.

of 387,201 shares of common stock and 4,167 shares underlying vested stock options and stock options that will vest within 60 days.

Consists of 1,071 shares of common stock and 14,833 shares of common stock underlying vested stock options

and stock options that will vest within 60 days.

Consists of 34,308 shares of common stock and 4,167 shares of common stock underlying vested stock options

and stock options that will vest within 60 days.

Consists of 5,068,761 shares of common stock, 277,415 shares of common stock underlying options and contractual compensation,

and 1 share of Series A Preferred.

Based solely on an Amendment to Schedule 13G filed with the SEC on February 14, 2024, by Mr.

Certain Relationships and Related Transactions, and Director Independence.

September 15, 2021, the Company issued 214,006 shares of Series D Stock to Marc Fogassa for the conversion of $566,743 in convertible

note principal and $75,276 of interest expense.

further described in the notes to the financial statements included herein, the company holds a 45.11% equity interest in Apollo Resources and its subsidiary Mineração Apollo, Ltda.;

and its 28.72% equity interest

in Jupiter Gold, which includes the accounts of Jupiter Gold’s wholly-owned subsidiary,

Mineração Jupiter Ltda.

the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000 shares of its common stock to

Marc Fogassa at a price of $0.01 per share.

November 7, 2023, we entered into a Convertible Note Purchase Agreement (the “Purchase Agreement”) with Martin Rowley

relating to the issuance to Martin Rowley (along with other experienced lithium investors) of convertible promissory notes which accrue

interest at a rate of 6.5% per annum (each a “Note”).

Pursuant to the Purchase Agreement, Mr.

Rowley purchased an aggregate

of $ 10,000,000 of the Notes.

The Notes are convertible into shares of our common stock at an exercise price of $28.225 and will

mature on November 24, 2026.

Martin Rowley is a senior advisor to us and is the father of Nicholas Rowley, our

Vice President, Business Development.

On September 22, 2023, we entered into a Lead Advisory Services Agreement with Martin Rowley, through which Mr.

Rowley has been providing advisory services to us.

The agreement contemplates the issuance of up to 100,000 restricted

share units upon achievement of certain milestones set forth in the agreement.

Martin Rowley is the father of Nicholas Rowley,

our Vice President, Business Development.

17, 2023, we entered into a Technical Services Agreement for mining engineering, planning and business development services with RTEK

International DMCC (“RTEK”), an entity controlled by Nick Rowley, our Vice President, Business Development, and Brian Talbot,

our Chief Operating Officer effective as of April 1, 2024.

The agreement provides for the payment by us of an estimated amount of $1,449,000

and the issuance of up to 410,000 restricted share units of our common stock, depending on the achievement of certain milestones.

of December 31 2023, we had payment payments to RTEK in the amount of $1,449,000.

described in the notes to the financial statements included herein, we hold a 58.71% equity interest in Apollo Resources and a 27.42% equity interest in Jupiter Gold.

During the year ended December 31,

2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to Marc Fogassa at a price of

$0.01 per share.

The options were valued at $235,034 and recorded to stock-based compensation.

were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price on the

date of the grant ($4.00 to $5.00), expected dividend yield of 0%, historical volatility calculated between 49.2% and 58.01%, risk-free

interest rate between a range of 1.51% to 3.5%, and an expected term of 10 years.

As of December 31, 2022, an aggregate 225,000 Apollo

Resources common stock options were outstanding with a weighted average life of 9.33 years at an average exercise price of $0.01 and

an aggregated intrinsic value of $1,125,000.

Fogassa’s employment agreement with Apollo Resources stipulates an annual compensation

of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Apollo Resources or in cash or as

combination of stock and cash at the choice of Mr.

the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 525,000 shares of its common stock to Marc

Fogassa at prices ranging between $0.01 to $1.00 per share.

The options were valued using the

Black-Scholes option pricing model with the following average assumptions:

Apollo Resources’ common stock price on the date of

the grants ($5.00 to $6.00), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility calculated between

17.41% and 57.96%, risk-free interest rate between a range of 3.42% to 4.73%, and an expected term of 10 years.

As of December 31,

2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an

average exercise price of $0.01 and an aggregated intrinsic value of $2,425,950.

During the year ended December 31,

2023, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc Fogassa at prices ranging

between $0.01 to $1.00 per share.

The options were valued at $115,038 and recorded to stock-based compensation.

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock

price on the date of the grant ($0.58 to $1.25), expected dividend yield of 0%, historical volatility calculated between 97.3% and 225.8%,

risk-free interest rate between a range of 1.51% to 3.5%, and an expected term between 5 and 10 years.

As of December 31, 2022, an aggregate

1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life of 4.74 years at an average exercise price

of $0.57 and an aggregated intrinsic value of $1,077,050.

Fogassa’s employment agreement with Jupiter Gold stipulates an annual

compensation of $275,000 for his services as the chief executive officer, and such amount may be paid in stock of Jupiter Gold or in

cash or as combination of stock and cash at the choice of Mr.

In addition, in 2021 and 2022, Jupiter Gold paid $27,477 and $7,354,

respectively, for the medical, dental and vision insurance coverage for Mr.

Fogassa and his dependents.

Our Board of Directors has determined that Ambassador

Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are “independent” as such term is defined with respect to

directors by the Nasdaq Stock Market Rules.

Please refer to our disclosures in “Overview of Corporate Governance” and “Committees

of our Board of Directors” for a more detailed discussion on these topics.

The options were

valued using the Black-Scholes option pricing model with the following average assumptions:

Jupiter Gold’s common stock price

on the date of the grant ($0.65 to $2.10), an illiquidity discount of 75%, expected dividend yield of 0%, historical volatility

calculated between 268% and 364%, risk-free interest rate between a range of 3.42% to 4.73%, and an expected term between 5 and 10

During the year ended December 31, 2023, Marc Fogassa exercised a total 1,115,000 options at a $0.98 weighted average

exercise price.

These exercises were paid for with 386,420 options conceded in cashless exercises.

As a result of the options

exercised, Jupiter Gold issued 728,580 shares of its common stock to Marc Fogassa.

Board of Directors has determined that Ambassador Roger Noriega, Cassiopeia Olson, Esq, and Stephen Petersen, CFA, are “independent”

as such term is defined with respect to directors by the Nasdaq Stock Market Rules.

Please refer to our disclosures in “Overview

of Corporate Governance” and “Committees of our Board of Directors” for a more detailed discussion on these topics.

Principal Accounting Fees and Services.

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for our fiscal years ended December 31, 2023, and 2022.

Audit-Related

Audit Fees (1)

Audit-Related Fees (2)

Other Fees (4)

2 unchanged sentences

and regulatory filings or engagements.

(2)”Audit-Related

Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance

of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”

“Tax Fees” consist of fees billed for professional services rendered by Borgers for tax compliance, tax advice and tax planning.

“Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are

reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under

“Audit Fees.”

“Tax Fees” consist of fees billed for professional services rendered by Borgers for tax compliance, tax advice and tax

There were no such fees billed by Borges during the last two fiscal years.

“All Other Fees” consist of fees billed for products and services other than the services reported in Audit Fees, Audit-Related

Fees, and Tax Fees.

Audit-Related

2021 or 2022, there were no fees paid to Borgers in connection with our compliance with Section 404 of the Sarbanes-Oxley Act of 2002.

other fees were billed by Borgers for the last two years that were reasonably related to the performance of the audit or review of our

financial statements and not reported under “Audit Fees” above.

were no fees billed by Borgers during the last two fiscal years for professional services rendered for tax compliance, tax advice, or

tax planning.

Accordingly, none of such services were approved pursuant to pre-approval procedures or permitted waivers thereof.

were no other non-audit-related fees billed to us by Borgers in 2021 or 2022.

There were no such fees billed by Borges during the last two fiscal years.

Policies and Procedures

of accounting services by us is not made pursuant to any pre-approval policies and procedures.

Rather, we believe that our accounting

firm is independent because all of its engagements by us are approved by the Audit Committee of our Board of Directors prior to any such

Audit Committee will meet periodically to review and approve the scope of the services to be provided to us by its independent registered

public accounting firm, as well as to review and discuss any issues that may arise during an engagement.

The Audit Committee is responsible

for the prior approval of every engagement of our independent registered public accounting firm to perform audit and permissible non-audit

services for us, such as quarterly financial reviews, tax matters, and consultation on new accounting and disclosure standards.

the auditors are engaged to provide those services, our Chief Financial Officer will make a recommendation to the Audit Committee regarding

each of the services to be performed, including the fees to be charged for such services.

At the request of the Audit Committee, the

independent registered public accounting firm and/or management shall periodically report to the Audit Committee regarding the extent

of services being provided by the independent registered public accounting firm, and the fees for the services performed to date.

All services performed

by and fees paid to Borgers for our fiscal years ended December 31, 2022 and 2021 were pre-approved by our audit committee.

services performed by, and fees paid to, Borgers for our fiscal years ended December 31, 2023, and 2022 were approved by

our Audit Committee.

Before Borgers is engaged to perform services, the engagement is approved by our Audit Committee .

Exhibits, Financial Statement Schedules

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Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2023 and 2022

Consolidated Statement of Stockholders’ Equity (Deficit)

Consolidated Statement of Stockholders’ Equity

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

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have audited the accompanying consolidated balance sheets of Atlas Lithium Corporation as of December 31, 2023 and 2022, the related

statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the

years then ended, in conformity with accounting principles generally accepted in the United States.

statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United

financial statements are the responsibility of the Company’s management.

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BALANCE SHEETS

of December 31, 2022 and December 31, 2021

and cash equivalents

31, 2023 and December 31, 2022

Current assets:

and equipment, net

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

party notes and other payables

Cash and cash

Accounts receivable

Taxes recoverable

and other current assets

Total current assets

Property and equipment,

Intangible assets, net

Right of use assets - operating

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable and accrued

Derivative liabilities

Convertible Debt

Related party notes and other payables

lease liabilities

Total current liabilities

Convertible Debt

Operating lease liabilities

Deferred consideration

from royalties sold

noncurrent liabilities

Stockholders’

A preferred stock, $ 0.001 par value.

10,000,000 shares authorized;

Total liabilities

Stockholders’ Equity:

Series A preferred stock, $ 0.001 par value.

1 share authorized;

1 share issued and outstanding as of December 31, 2023 and December 31, 2022

31, 2021, respectively

D preferred stock, $ 0.001 par value.

Series D preferred stock,

$ 0.001 par value.

1,000,000 shares authorized;

214,006 issued and outstanding as of December 31, 2022 and December

31, 2021, respectively

0 and 214,006 issued and outstanding as of December 31, 2023 and December 31, 2022,

Preferred stock, value

stock, $ 0.001

4,000,000,000

and 3,250,000,000 authorized;

and 4,145,575 shares issued and outstanding as of December 31, 2022 and December 31, 2021,

paid-in capital

other comprehensive loss

Common stock, $ 0.001 par value.

and 4,000,000,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively and 12,763,581 and 5,110,014 shares

issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

Accumulated other comprehensive

( 1,119,771 )

( 101,664,519 )

Atlas Lithium stockholders’ equity (deficit)

( 60,270,994 )

Total Atlas Lithium

stockholders’ equity

Non-controlling

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STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

the years ended December 31, 2022 and 2021

ended December 31

and administrative

and related costs

based compensation

the twelve months ending December 31, 2023 and 2022

months ending December 31

Cost of revenue

Operating expenses

General and administrative expenses

Stock-based compensation

operating expenses

from operations

operating expenses

Loss from operations

( 42,588,044 )

( 5,503,767 )

expense (income)

on promissory notes

of debt discounts and other fees

Extinguishment

expense (income)

Other expense (income)

Fair value adjustments,

costs (revenue)

other expense

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( 5,659,579 )

for income taxes

Provision for income taxes

( 42,633,920 )

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( 1,031,059 )

loss attributable to Atlas Lithium stockholders

loss attributable to Atlas Lithium Corporation stockholders

$ ( 41,393,525 )

$ ( 4,628,520 )

and diluted loss per share

loss per share attributable to Atlas Lithium common stockholders

Weighted-average

number of common shares outstanding:

Comprehensive

Basic and diluted loss per share

loss per share attributable to Atlas Lithium Corporation common stockholders

Weighted-average number of common shares outstanding:

Basic and diluted

Comprehensive loss:

$ ( 42,633,920 )

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currency translation adjustment

Comprehensive

Comprehensive loss

( 42,904,900 )

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Comprehensive

loss attributable to Atlas Lithium stockholders

loss attributable to Atlas Lithium Corporation stockholders

$ ( 41,532,256 )

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

the years ended December 31, 2022 and 2021

the Twelve Months Ended December 31, 2023 and 2022

A Preferred Stock

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Comprehensive

Noncontrolling

Stockholders’

2 unchanged sentences

$ ( 55,642,474 )

Issuance of common stock in

connection with sales made

under private offerings

Issuance of common stock in

connection with purchase

of mining rights

Exercise of warrants

Stock based compensation

Change in foreign currency

Sale of Jupiter Gold common

stock in connection with

equity offerings

Sale of Apollo Resources common

stock in connection with

equity offerings

( 4,628,520 )

of related party convertible notes and other indebtedness into Series D preferred stock

of common stock in connection with sales made under private offerings

of common stock in connection with the exercise of common stock options

of common stock in exchange for consulting, professional and other services

of common stock warrants in connection with the issuance of convertible debenture(s)

of convertible debenture(s) and other indebtedness into common stock

based compensation

in foreign currency translation

of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

in noncontrolling interest(s)

( 1,031,059 )

( 5,659,579 )

Balance, December 31,

$ ( 981,040 )

December 31, 2021

$ ( 60,270,994 )

A Preferred Stock

D Preferred Stock

Comprehensive

Noncontrolling

Stockholders’

Balance, December

$ ( 981,040 )

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$ ( 981,040 )

of common stock in connection with sales made under private offerings

of common stock in connection with purchase of mining rights

$ ( 60,270,994 )

Issuance of common stock in

connection with sales made

under private offerings

Issuance of common stock in

connection with sales made under private offerings

Issuance of common stock in

connection with purchase

of mining rights

Issuance of common stock in

connection with purchase of mining rights

Issuance of common stock in

exchange for consulting, professional

and other services

Issuance of common stock in

exchange for consulting, professional and other services

Exercise of options into Series

D preferred stock

Conversion of Convertible Preferred

D stock into Common Stock

Exercise of warrants

based compensation

in foreign currency translation

of Jupiter Gold common stock in connection with equity offerings

of Apollo Resources common stock in connection with equity offerings

Stock based compensation

Change in foreign currency

Sale of Apollo Resources

common stock in connection with equity offerings

( 41,393,525 )

1 unchanged sentence

( 42,633,920 )

December 31, 2022

Balance, December 31,

$ 111,662,522

2 unchanged sentences

$ 111,662,522

$ ( 1,119,771 )

$ ( 101,664,519 )

accompanying notes are an integral part of the consolidated financial statements.

1 unchanged sentence

STATEMENTS OF CASH FLOWS

the years ended December 31, 2022 and 2021

ended December 31

flows from operating activities of continuing operations:

the Twelve Months Ended December 31, 2023 and 2022

months ending December 31

Cash flows from operating activities of continuing

$ ( 42,633,920 )

( 5,659,579 )

to reconcile net loss to cash used in operating activities:

based compensation and services

of debt discounts

stock issued in satisfaction of other financing costs

debt issued in satisfaction of other financing costs

stock issued in satisfaction of interest and other financing costs

on extinguishment of debt

and amortization

Intangible assets purchases payables

in operating assets and liabilities:

payable and accrued expenses

Adjustments to reconcile

net loss to cash used in operating activities:

Stock based compensation

Issuance of common stock

in connection with purchase of mining rights

Depreciation and amortization

Interest expense

Fair value adjustments

Intangible assets purchase

( 1,080,783 )

General provisions

Other non-cash expenses

Changes in operating assets

and liabilities:

Accounts receivable

Taxes recoverable

Deposits and advances

Accounts payable and accrued

Deferred consideration

from royalties sold

noncurrent liabilities

cash used in operating activities

cash provided (used) by operating activities

( 5,029,318 )

( 1,480,530 )

flows from investing activities:

of capital assets

Cash flows from investing activities:

Acquisition of capital

( 6,018,873 )

in intangible assets

( 1,063,594 )

( 2,668,827 )

cash used in investing activities

( 7,082,467 )

flows from financing activities:

proceeds from sale of common stock

from sale of subsidiary common stock to noncontrolling interests

from convertible notes payable

of loans payable

( 2,846,356 )

Cash flows from financing activities:

Net proceeds from sale

of common stock

received upon issuance of debt

cash provided by financing activities

of exchange rates on cash and cash equivalents

increase (decrease) in cash and cash equivalents

and cash equivalents at beginning of period

and cash equivalents at end of period

disclosure of non-cash investing and financing activities:

party convertible note payable exchanged for stock

issued in connection with conversion of debt and accrued interest

stock warrants issued in connection with convertible promissory notes

Effect of exchange rates

on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents

at beginning of period

Cash and cash equivalents

at end of period

accompanying notes are an integral part of the consolidated financial statements.

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and Description of Business

Lithium Corporation (“Atlas Lithium” or the “Company”) was incorporated as Flux Technologies, Corp.

laws of the State of Nevada, U.S.

on December 15, 2011.

The Company changed its management and business on December 18, 2012, to focus

on mineral exploration.

Lithium Corporation (together with its subsidiaries “Atlas Lithium.” the “Company”, “the Registrant”,

“we”, “us”, or “our”) was incorporated under the laws of the State of Nevada, on December 15, 2011.

The Company changed its management and business on December 18, 2012, to focus on mineral exploration in Brazil.

of Presentation and Principles of Consolidation

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consolidated financial statements include the accounts of the Company;

its 99.99 % owned subsidiary, BMIX Participações

(“BMIXP”), which includes the accounts of BMIXP’s wholly-owned subsidiary, Mineração Duas Barras

(“MDB”), and BMIXP’s 50 % owned subsidiary, RST Recursos Minerais Ltda.

its 99.99 % owned

subsidiary, Hercules Resources Corporation (“HRC”), which includes the accounts of HRC’s wholly-owned subsidiary, Hercules

Brasil Comercio e Transportes Ltda.

(“Hercules Brasil”);

its 99.9 % owned subsidiary, Atlas Litio Brasil Ltda.

its 58.71 % equity interest in Apollo Resources Corporation (“Apollo

Resources”) and its subsidiary Mineração Apollo, Ltda.;

and its 28.72 % equity interest in Jupiter Gold Corporation

(“Jupiter Gold”), which includes the accounts of Jupiter Gold’s wholly-owned subsidiary, Mineração Jupiter

The Company has concluded that Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”)

in accordance with applicable accounting standards and guidance.

As such, the accounts and results of Apollo Resources, Jupiter Gold

and their subsidiaries have been included in the Company’s consolidated financial statements.

Resources”) and its subsidiaries Mineração Apollo, Ltda., Mineração Duas Barras Ltda.

and RST Recursos Minerais Ltda.

and its 27.42 % equity interest in Jupiter Gold Corporation (“Jupiter Gold”),

which includes the accounts of Jupiter Gold’s subsidiary, Mineração Jupiter Ltda.

The Company has concluded that

Apollo Resources, Jupiter Gold and their subsidiaries are variable interest entities (“VIE”) in accordance with applicable

accounting standards and guidance.

As such, the accounts and results of Apollo Resources, Jupiter Gold and their subsidiaries have been

included in the Company’s consolidated financial statements.

material intercompany accounts and transactions have been eliminated in consolidation.

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Actual results may differ from those estimates.

Accounting Pronouncements

Standards Updates Adopted

March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04

(“ASU 2020-04”), Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting,

which provides optional guidance for a limited period of time to ease the potential burden on accounting for contract modifications caused

by reference rate reform.

In January 2021, ASU 2021-01, Reference Rate Reform (Topic 848):

Scope was issued which broadened the scope

of ASU 2020-04 to include certain derivative instruments.

In December 2022, ASU 2022-06, Reference Rate Reform (Topic 848):

of the Sunset Date of Topic 848, was issued which deferred the sunset date of ASU 2020-04.

The guidance is effective for all entities

as of March 12, 2020 through December 31, 2024.

The guidance may be adopted over time as reference rate reform activities occur and should

be applied on a prospective basis.

have been no significant effects that may impact its financial statements and we do not believe that there are any other new

pronouncements that have been issued that might have a material impact on its financial position or results of

Standards Updates to Become Effective in Future Period

August 2023, the FASB issued ASU 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60):

Recognition and Initial

Measurement, which clarifies the business combination accounting for joint venture formations.

The amendments in the ASU seek to reduce

diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures

in separate financial statements.

The amendments also seek to clarify the initial measurement of joint venture net assets, including

businesses contributed to a joint venture.

The guidance is applicable to all entities involved in the formation of a joint venture.

amendments are effective for all joint venture formations with a formation date on or after January 1, 2025.

Early adoption and retrospective

application of the amendments are permitted.

We do not expect adoption of the new guidance to have a material impact on our consolidated

financial statements and disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, amending reportable

segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis.

Among the disclosure

enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker

and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each

reported measure of segment profit or loss.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15,

2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively.

Early adoption

is permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures, amending income tax disclosure

requirements for the effective tax rate reconciliation and income taxes paid.

The amendments in ASU 2023-09 are effective for fiscal

years beginning after December 15, 2024 and are applied prospectively.

Early adoption and retrospective application of the amendments

are permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

Value of Financial Instruments

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The Company does not have any level 3 assets or liabilities.

Company’s financial instruments consist of cash and cash equivalents, accounts receivable, taxes receivable, prepaid expenses,

deposits and other assets, accounts payable and accrued expenses.

The carrying amount of these financial instruments approximates fair

value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these

consolidated financial statements.

Company’s financial instruments consist of cash and cash equivalents, accounts receivable, taxes recoverable, prepaid and other

current assets, accounts payable, debt, related party notes and other payables, derivative instruments, other noncurrent liabilities

and accrued expenses.

The carrying amount of these financial instruments approximates fair value due to either length of maturity or

interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

and Cash Equivalents

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subsidiaries.

The Company intends to recover the taxes through the acquisition of capital equipment from sellers who accept tax credits

These taxes are recoverable through various methods, including via cash refund or as a credit against payroll, supplier

withholding taxes, or other taxes payable.

and Equipment

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any resulting gain or loss is reflected in the statements of operations as other gain or loss, net.

diamond and gold processing plant and other machinery are depreciated over an estimated useful life of ten years;

vehicles are depreciated

over an estimated life of four years;

and computer and other office equipment over an estimated useful life of three years.

processing plant and other machinery are depreciated over an estimated useful life of ten years ;

vehicles are depreciated over an estimated

life of five years ;

and computer and other office equipment over an estimated useful life of five years .

Properties and Mineral rights

of exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

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did not recognize any impairment losses related to mineral properties held.

Intangible Assets

intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded

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Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 470-20, “Debt with

Conversion and Other Options”.

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative

financial instruments according to certain criteria.

The criteria include circumstances in which (a) the economic characteristics and

risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host

contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at

fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same

terms as the embedded derivative instrument would be considered a derivative instrument.

Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated

from their host instruments) by recording, when necessary, discounts to convertible notes for the intrinsic value of conversion options

embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date

of the note transaction and the effective conversion price embedded in the note.

Debt discounts under these arrangements are amortized

over the term of the related debt to their stated date of redemption.

Interest Entities

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within costs of goods sold are costs of production such as diesel fuel, labor, and transportation.

Company records stock-based compensation in accordance with ASC Topic 718, Compensation - Stock Compensation.

Company measures and records stock-based compensation expense in accordance with ASC Topic 718 for share-based payments related to stock

options, restricted stock, and performance-based awards granted to certain directors, employees and consultants.

ASC 718 requires companies

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curve in effect at the time of grant.

Company utilizes the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options.

Option-pricing

models require the input of highly complex and subjective variables including the expected life of options granted and the expected volatility

of our stock price over a period equal to or greater than the expected life of the options.

Because changes in the subjective assumptions

can materially affect the estimated value of our employee stock options, it is management’s opinion that the Black-Scholes option-pricing

model may not provide an accurate measure of the fair value of our employee stock options.

Although the fair value of employee stock

options is determined in accordance with ASC Topic 718 using an option-pricing model, that value may not be indicative of the fair value

observed in a willing buyer/willing seller market transaction.

June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods

and services.

Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based

payments granted to employees.

Equity classified share-based payments for employees was fixed at the time of grant.

Equity-classified

nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees.

The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

fair value of stock options and performance awards without a market condition is estimated, at the date of grant, using the Black-Scholes

option-pricing model.

The fair value of restricted stock awards and stock options with a market condition is estimated, at the date of

grant, using the Monte Carlo Simulation model.

The fair value of restricted stock awards with a required lock-up period without a market

condition is estimated at the date of grant, using the Hull-White Lattice (binomial) model.

The Black-Scholes, Monte Carlo Simulation,

and Hull-White Lattice valuation models incorporate assumptions as to stock price volatility, the expected life of options or awards,

a risk-free interest rate, illiquidity discount, and dividend yield.

In valuing our stock options, significant judgment is required in

determining the expected volatility of our common stock and the expected life that individuals will hold their stock options prior to

Expected volatility for stock options is based on the historical and implied volatility of the Company’s common stock

while the volatility for restricted stock awards with a market condition is based on the historical volatility of the Company’s

own stock and the stock of companies within our defined peer group.

changes in the subjective assumptions can materially affect the estimated value of our employee stock options, it is management’s

opinion that the valuation models may not provide an accurate measure of the fair value of our stock options, restricted stock and performance-based

Although the fair value of stock options and restricted stock awards is determined in accordance with ASC Topic 718, that value

may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

accordance with ASC 470, Debt (“ASC 470”) the Company records its Convertible Notes at the aggregate principal amount,

less discount.

The Company amortizes the debt discount over the life of the convertible notes as an additional non-cash interest expense

utilizing the effective interest method.

Refer to Note 2 for additional information.

The Company evaluates its convertible debt, warrants or other contracts

to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance

with Topic 480 of the FASB ASC and Topic 815 of the FASB Accounting Standards Codification.

The result of this accounting treatment is

that the fair value of the embedded derivative, if required to be bifurcated, is marked-to-market at each balance sheet date and recorded

as a liability.

The change in fair value is recorded in the Statement of Operations as a component of other income or expense.

Upon conversion

or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified

In circumstances where the embedded conversion option in a convertible

instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are

required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of derivative instruments, including whether such instruments

should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Equity instruments that are initially

classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the

reclassification date.

Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether

net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Company’s foreign subsidiaries use a local currency as the functional currency.

51 unchanged sentences

earnings (loss) or financial position.

Accounting Pronouncements

Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not

believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position

or results of operations except as noted below:

August 2020, the FASB issued ASU No.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for

convertible debt instruments and convertible preferred stock.

Limiting the accounting models will result in fewer embedded conversion

features being separately recognized from the host contract as compared with current GAAP.

Convertible instruments that continue to be

subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract,

that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible

debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital.

ASU 2020-06 also amends the

guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting

ASU 2020-06 will be effective January 1, 2024, for the Company.

Early adoption is permitted, but no earlier than January

1, 2021, including interim periods within that year.

The Company is evaluating the effect of the adoption of ASU 2020-06 on the consolidated

financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s accounting for

its convertible debt instruments.

The effect will largely depend on the composition and terms of the financial instruments at the time

February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to

SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

119 and Update to SEC Section on Effective Date Related to Accounting Standards

2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies.

ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December

The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate

a material impact on results of operations.

The Company is in the process of determining the effects adoption will have on its consolidated

financial statements.

will have on its consolidated financial statements.

2 – COMPOSITION OF CERTAIN FINANCIAL STATEMENT ITEMS

1 unchanged sentence

following table sets forth the components of the Company’s property and equipment at December 31, 2023 and 2022:

OF PROPERTY AND EQUIPMENT

December 31, 2022

December 31, 2021

SCHEDULE OF PROPERTY AND EQUIPMENT

Capital assets subject to depreciation:

1 unchanged sentence

Machinery and equipment

Total fixed assets

$ ( 441,732 )

Prepaid Assets (CIP)

$ ( 441,732 )

1 unchanged sentence

in general and administrative expense.

assets consist of mining rights are not amortized as the mining rights are perpetual.

The carrying value was $ 4,971,267 and $ 1,302,440

at December 31, 2022 and 2021, respectively.

There was no impairment recorded as at December 31, 2022 or 2021.

Investments without Readily Determinable Fair Values

October 2, 2017, the Company entered into an exchange agreement whereby it issued 25,000,000 shares of its common stock in exchange for

500,000 shares of Ares Resources Corporation.

The Company’s chief executive officer also serves as an officer of Ares Resources

Corporation, thus making it a related party under common ownership and control.

The shares were recorded at $ 150,000 , or $ 0.006 per share.

The shares were valued based upon the lowest market price of the Company’s common stock on the date the agreement.

March 11, 2020, the Company issued 53,947,368 shares of common stock to Lancaster Brazil Fund pursuant to an addendum to the share exchange

agreement dated September 28, 2018.

The Company recorded a loss on exchange of equity with a related party of $ 76,926 representing the

fair value of the additional shares of common stock issued.

ASC 321-10, the Company elected to use a measurement alternative for its equity investment that does not have a readily determinable

As such, the Company measured its investment at cost, less any impairment, plus or minus any changes resulting from observable

price changes in orderly transactions for an identical or similar investment of the same issuer.

The Company owns less than 5 % of the

total shares outstanding of Ares Resources Corporation.

of December 31, 2022, no change in the value of the Ares common stock was recorded as the recorded value still approximated fair value.

Payable and Accrued Liabilities

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

assets consist of mining rights which are not amortized as the mining rights are perpetual.

The carrying value of these mineral rights

as of December 31, 2023 and at December 31, 2022 was $ 7,115,644 and $ 4,971,267 , respectively.

Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement

entered into on January 19, 2023 (the “Acquisition Agreement”).

After a period of preliminary assessment, the Company and

the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the

acquisition of only one mineral right totaling 45.77 hectares.

The mineral right is located in the municipalities of Araçuaí

and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

The Company’s obligations

under the Acquisition Agreement as revised are:

of $ 400,000 , which payment took place on January 19, 2023, and

of $ 750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023;

of December 31, 2023, there are no outstanding commitments related to this transaction.

Accounts Payable and Accrued Liabilities

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and other accruals

Mineral rights payable

Accrued interest

3 – CONVERTIBLE PROMISSORY NOTES PAYABLE

following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2022 and 2021:

OF CHANGE IN CONVERTIBLE NOTES PAYABLE

Beginning balance

Issuance of convertible notes payable

Lender adjustments for penalties or defaults

Debt discounts recorded related to issuance of convertible notes payable

Amortization of debt discounts associated with convertible debt

Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements

Conversion of convertible note principal into common stock

the reporting period ended December 31, 2023, no financial leases meeting the criteria outlined in ASC 842 have been identified.

of use (“ROU”) assets and lease liabilities are recognized at the lease commencement date based on the present value of the

future lease payments over the lease term.

When the rate implicit to the lease cannot be readily determined, we utilize our incremental

borrowing rate in determining the present value of the future lease payments.

The ROU asset includes any lease payments made and lease

incentives received prior to the commencement date.

Operating lease ROU assets also include any cumulative prepaid or accrued rent when

the lease payments are uneven throughout the lease term.

The ROU assets and lease liabilities may include options to extend or terminate

the lease when it is reasonably certain that we will exercise that option.

The ROU and lease liabilities are primarily related to commercial

offices with third parties.

lease agreements have terms between 2 to 4 years and the liability was measured at the present value of the lease payments discounted

using interest rates with a weighted average rate of 6.5 % which was determined to be the Company’s incremental borrowing rate.

The continuity of the lease liabilities is presented in the table below:

OF OPERATING LEASE LIABILITY

Lease liabilities at

January 1, 2023

Interest expense

Lease payments

Lease liabilities at

December 31, 2023

Non-current portion

maturity of the lease liabilities (contractual undiscounted cash flows) is presented in the table below:

OF CONTRACTUAL UNDISCOUNTED CASH FLOWS

Less than one year

contractual undiscounted cash flows

SCHEDULE OF CONVERTIBLE DEBT

December 31, 2023

Due to Nanyang Investment Management Pte Ltd

Due to Jaeger Investments Pty Ltd

Due to Modha Reena Bhasker

Due to Clipper Group Limited

Total convertible debt

Current portion

Non-current portion

November 7, 2023, the Company entered into a convertible note purchase agreement (the “November 7, 2023 Convertible Note Agreement”)

Martin Rowley (“Mr.

Rowley”) and other investors to raise up to $ 20,000,000

in proceeds through the issuance of convertible

promissory notes with the following key terms:

36 months as from the date of issuance ;

repayment terms:

due on maturity;

6.5 % per annum;

payment terms:

due semiannually in arrears until Maturity, unless converted or redeemed earlier and payable at the election of the

holder in cash, in shares of Common Stock, or in any combination thereof;

the holder retains a right to convert all or any portion of the note into shares of the Company’s Common Stock at the

Conversion Price up until the maturity date;

US$ 28.225 /share

the Company shall vest a right to redeem the convertible notes if and when (i) twelve months have passed since the loan origination

and (ii) the volume weighted average price exceeded 125% of the conversion price for 5 trading days within a 20 day trading period.

However, if the Company notifies the holder of its election to redeem the convertible note, the holder may then convert immediately

at the conversion price.

November 7, 2023, the Company issued $ 10,000,000

in convertible promissory notes under the terms of the November 7, 2023 Convertible Note Agreement , and there were no other

purchases and sales of the convertible promissory notes pursuant to the

November 7, 2023 Convertible Note Agreement.

On the date of issuance, the Company received $ 10,000,000

in cash proceeds, and recorded (i) a $ 9,688,305

convertible debt liability and (ii) a $ 311,695

conversion feature derivative liability in its consolidated statement of financial position, as further disclosed below.

ended December 31, 2023, the Company recorded $ 67,024

in interest expense and $ 15,395

in accretion expense in the consolidated statement of operations and comprehensive loss ($ nil

for the year ended December 31, 2022).

SCHEDULE OF DERIVATIVE LIABILITIES

December 31, 2023

Derivative liability - conversion feature on the convertible debt

Derivative liability - restricted stock awards

Total derivative liabilities

Derivative liability – embedded conversion feature on convertible debt

November 7, 2023, the Company issued convertible promissory notes to Mr.

Rowley and other investors as further disclosed in Note 2.

In accordance with FASB ASC 815, the conversion feature of the convertible debt was determined to be an embedded

As such, it was bifurcated from the host debt liability and was recognized as a derivative liability in the consolidated

statement of financial position.

The derivative liability is measured at fair value through profit or loss.

origination at November 7, 2023, the fair value of the embedded conversion feature was determined to be $ 311,695 using a Black-Scholes

collar option pricing model with the following assumptions:

OF FAIR VALUE EMBEDDED CONVERSION PRICING MODEL ASSUMPTION

Measurement date

November 7, 2023

Number of options

Stock price at fair value measurement date

Exercise price

Expected volatility

Risk-free interest rate

Dividend yield

Expected term (years)

December 31, 2023, the fair value of the embedded conversion feature was determined to be $ 486,304 using a Black-Scholes collar option

pricing model with the following assumptions:

Measurement date

December 31, 2023

Number of options

Stock price at fair value measurement date

Exercise price

Expected volatility

Risk-free interest rate

Dividend yield

Expected term (years)

the Black-Scholes collar option pricing models, the expected volatilities were based on historical

volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based on the prevailing

rates at the grant date for U.S.

Treasury Bonds with a term equal to the expected term of the instrument being valued.

the year ended December 31, 2023, the Company recognized a $ 174,608 loss on changes in fair value of financial instruments in the consolidated

statement of operations and comprehensive loss ($ nil , in the year ended December 31, 2022).

Derivative liability – restricted stock unit (“RSU”) awards

September 30, 2023, the Company granted RSU awards to one of its executive officers that provide for the issuance of up

to a maximum of 1.4 %

of the Company’s Common Stock outstanding, in seven equal tranches of 0.2 %

of the Company’s Common Stock outstanding, with an expiry date of December 31, 2026 and market vesting conditions as

when the Company achieves a $ 200 million market capitalization

when the Company achieves a $ 300 million market capitalization

when the Company achieves a $ 400 million market capitalization

when the Company achieves a $ 500 million market capitalization

when the Company achieves a $ 600 million market capitalization

when the Company achieves a $ 700 million market capitalization

when the Company achieves a $ 1.0 billion market capitalization

accordance with FASB ASC 815, these RSU awards were classified as a liability, measured at fair value through profit or

loss, and compensation expense is recognized over the expected term.

at September 30, 2023, the grant date fair value of these awards was $ 2,517,300 , as determined a Monte Carlo Simulation valuation method

according to the assumptions disclosed in Note 5.

In the year ended December 31, 2023, the Company recognized $ 513,757 in stock-based

compensation expense in the consolidated statement of operations and comprehensive loss, met the market conditions for Tranche 1 and

Tranche 2, and issued 40,533 shares of Common Stock to the executive officer.

at December 31, 2023, Tranche 3, Tranche 4, Tranche 5, Tranche 6 and Tranche 7 remain outstanding and unvested, and the total fair value

of these restricted stock awards outstanding was $ 1,550,576 , as measured using a Monte Carlo Simulation with the following ranges of

the Company’s stock price on the December 31, 2023 measurement date, expected dividend yield of 0 %, expected volatility

between 72.3 % and 89.3 %, risk-free interest rate between a range of 4.79 % to 5.41 %, and an expected term between 3 months and 12 months .

The expected volatilities were based on historical volatilities of the securities of the Company

and its trading peers, and the risk-free interest rates were determined based on the prevailing rates at the grant date for U.S.

Bonds with a term equal to the expected term of the award being valued.

3 – DEFERRED CONSIDERATION FROM ROYALTIES SOLD

May 2, 2023, the Company and Atlas Litio Brasil Ltda.

(the “Company Subsidiary”), entered into a Royalty Purchase Agreement

(the “Purchase Agreement”) with Lithium Royalty Corp., a Canadian company listed on the Toronto Stock Exchange (“LRC”).

The transaction contemplated under the Purchase Agreement closed simultaneously on May 2, 2023, whereby the Company Subsidiary sold to

LRC in consideration for $ 20,000,000 in cash, a royalty interest equaling 3 % of the gross revenue (the “Royalty”) to be received

by the Company Subsidiary from the sale of products from certain 19 mineral rights and properties that are located in Brazil and held

by the Company Subsidiary.

the transaction above the Company agreed with the intermediary to issue 72,995 finder shares worth 7 % of $ 20,000,000 , which represents

$ 1,400,000 .

Repayments of convertible notes payable

Total convertible notes, net

Notes Payable - Fixed Conversion Price

January 7, 2014, the Company issued to a family trust a senior secured convertible promissory note in the principal amount, and received

gross proceeds, of $ 244,000 and warrants to purchase an aggregate of 488,000 shares of the Company’s common stock at an exercise

price of $ 62.50 per share through December 26, 2018.

The Company received gross proceeds of $ 244,000 for the sale of such securities.

The outstanding principal of the note bears interest at the rate of 12 % per annum.

The note is convertible at the option of the holder

into common stock of the Company at a conversion rate of one share for each $ 50.00 of principal and interest converted.

As of December

31, 2021, all warrants issued in connection with this note had expired.

outstanding principal on the note was payable on March 31, 2015, which as of the date of these financial statements is past due and in

technical default.

The Company is in negotiations with the note holder to satisfy, amend the terms or otherwise resolve the obligation

No demand for payment has been made.

As a result of the default, the interest rate on the note increased to 30% per annum.

Interest was payable on September 30, 2014 and on the maturity date.

In December 2020, the lender agreed to reduce the interest rate

from the default rate of 30% to the stated rate of 10% retroactively .

As a result, the Company recorded gain of $ 238,151 from the relief

of interest expense to other income.

February 3, 2021, the Company issued 20,000,000 shares of common stock upon conversion of $ 80,000 in convertible notes payable and accrued

On May 6, 2021, the Company issued 86,246,479 shares of common stock upon conversion of $ 334,986 in convertible notes payable

and accrued interest.

As of December 31, 2021, the balance of the note was $ 0 .

June 18, 2021, Company issued to one noteholder a $ 129,000 convertible promissory note for $ 125,000 in proceeds.

The note bears interest

at 8.0 % per annum and matures one year from issuance on June 18, 2022 .

After six months from issuance, the note is convertible at the

option of the holder at a price of $ 0.001 .

A debt discount of $ 4,000 for issuance costs was recorded and is being amortized over the

life of the note.

470-20 requires proceeds from the sale of a debt instrument with stock purchase warrants be allocated to the two elements based on the

relative fair values of the debt instrument without the warrants and of the warrants themselves at the time of issuance.

In connection

with the warrant issuance, the Company allocated an aggregate fair value of $ 40,019 to the stock warrants and recorded a debt discount

which will be amortized to interest expense over the term of the loan using the effective interest method so the debt, at its term, is

recorded at its face value.

The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes

option pricing model using the following inputs:

(i) stock price on the date of grant of $ 0.0122 , (ii) the contractual term of the warrant

of 4 years, (iii) a risk-free interest rate of 0.89 % and (iv) an expected volatility of the price of the underlying common stock of 443.3 %.

During the year ended December 31, 2021, Company issued 19,034,442 shares of common stock upon conversion of $ 129,000 in principal and

$ 4,241.10 in accrued interest.

As of December 31, 2022 and 2021, the balance of the note was $ 0 , and all discounts were fully amortized.

Notes Payable - Variable Conversion Price

various times to fund operations, the Company issues convertible notes payable in which the conversion features are variable.

some of these convertible notes payable have on issuance discounts and other fees withheld.

the year ended December 31, 2016, the Company issued to one noteholder, in various transactions, $ 242,144 in convertible promissory notes

with fixed floors and received an aggregate of $ 232,344 in proceeds.

The convertible promissory notes each bear interest at 8.0 % per

annum and mature one year from issuance ranging from July to December 2017 .

After six months from issuance, each convertible promissory

note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over

the previous 20 days .

In addition, each note’s conversion rate has a floor of $ 0.0001 .

Total debt discounts related to the beneficial

conversion features of $ 241,852 were recorded and are being amortized over the life of the notes.

On April 9, 2021, the Company agreed

to settle all outstanding principal and interest on these notes in exchange for common stock and common stock purchase warrants.

settlement disclosure below for more information.

As of December 31, 2021, the outstanding principal balance on these notes total $ 0 ,

and all discounts were fully amortized.

the year ended December 31, 2017, the Company issued to one noteholder in various transactions $ 477,609 in convertible promissory notes

with fixed floors and received an aggregate of $ 454,584 in proceeds.

The convertible promissory notes each bear interest at 8.0 % per

annum and mature one year from issuance ranging from January to August 2018 .

After six months from issuance, each convertible promissory

note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over

the previous 20 days .

In addition, each note’s conversion rate has a floor of $ 0.0001 .

Total debt discounts related to the beneficial

conversion features of $ 447,272 were recorded and are being amortized over the life of the notes.

During the six months ended June 30,

2021, the Company issued 182,872,798 shares of its common stock upon the conversion of $ 50,000 and $ 14,004 , respectively, in note principal

and accrued interest.

On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange

for common stock and common stock purchase warrants.

See settlement disclosure below for more information.

As of December 31, 2021, the

outstanding principal balance on these notes total $ 0 , and all discounts were fully amortized.

the year ended December 31, 2018, the Company issued to one noteholder in various transactions $ 137,306 in convertible promissory notes

with fixed floors and received an aggregate of $ 130,556 in proceeds.

The convertible promissory notes each bear interest at 8.0 % per

annum and mature one year from issuance ranging from August 2018 to April 2019 .

After six months from issuance, each convertible promissory

note is convertible at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over

the previous 20 days .

In addition, each note’s conversion rate has a floor of $ 0.0001 .

Total debt discounts related to the beneficial

conversion features of $ 122,755 were recorded and are being amortized over the life of the notes.

During the six months ended June 30,

2021, the Company issued 23,118,645 shares of its common stock upon the conversion of $ 118,996 and $ 27,496 , respectively, in note principal

and accrued interest.

On April 9, 2021, the Company agreed to settle all outstanding principal and interest on these notes in exchange

for common stock and common stock purchase warrants.

See settlement disclosure below for more information.

As of December 31, 2021, the

outstanding principal balance on these notes total $ 0 , and all discounts were fully amortized.

the year ended December 31, 2019, the Company issued to one noteholder in various transactions $ 282,000 in convertible promissory notes

with fixed floors and received an aggregate of $ 276,000 in proceeds.

The convertible promissory notes each bear interest at 8.0 % per

annum and mature one year from issuance in July 2020 .

After six months from issuance, each convertible promissory note is convertible

at the option of the holder at a 50% discount to the lowest traded price of the Company’s common stock over the previous 20 days .

In addition, each note’s conversion rate has a floor of $ 0.0001 .

Total debt discounts related to the beneficial conversion features

of $ 276,000 and $ 6,000 for issuance costs were recorded and are being amortized over the life of the notes.

During the six months ended

June 30, 2021, the Company issued 156,438,271 shares of its common stock upon the conversion of $ 310,200 and $ 40,186 , respectively, in

note principal and accrued interest.

As of December 31, 2021, the principal balance on these notes was $ 0 , and all discounts were fully

April 9, 2021, the Company issued 36,000,000 shares of its common stock upon the conversion of $ 186,736 and $ 62,302 , respectively, in

note principal and accrued interest to settle all outstanding balances with the lender.

In connection with the settlement, the Company

agreed to issue 15,000,000 common stock purchase warrants with a cashless exercise price of $ 0.0125 .

The warrants expire on December

The Company allocated an aggregate fair value of $ 224,812 to the stock warrants and recorded a loss on the extinguishment of

The Company estimated the fair value of this the warrant warrants at date of grant using the Black-Scholes option pricing model

using the following inputs:

(i) stock price on the date of grant of $ 0.0158 , (ii) the contractual term of the warrant of 0.7 years, (iii)

a risk-free interest rate of 0.35 % and (iv) an expected volatility of the price of the underlying common stock of 440.5 %.

As of December

31, 2021 the 15,000,000 warrants expired.

January 19, 2021, the Company issued to one noteholder a $ 270,000 convertible promissory note.

The note bears interest at 8.0 % per annum

and matures on January 19, 2025 .

After six months from issuance, the note is convertible at the option of the holder at a 50% discount

to the lowest traded price of the Company’s common stock over the previous 20 days .

The note’s conversion rate has a floor

of $ 0.0001 .

May 7, 2021, the Company repaid $ 270,000 in note principal and $ 6,391 in accrued interest to the holder.

As of December 31, 2022 and

2021, the principal balance on the note was $ 0 .

the same day, the Company Subsidiary and LRC entered into a Gross Revenue Royalty Agreement (the “Royalty Agreement”) pursuant

to which the Company Subsidiary granted LRC the Royalty and undertook to calculate and make royalty payment on a quarterly basis commencing

from the first receipt of the sales proceeds with respect to the products from the Property.

The Royalty Agreement contains other customary

terms, including but not limited to, the scope of the gross revenue, the Company Subsidiary’s right to determine operations, and

LRC’s information and audit rights.

Under the Royalty Agreement, the Company Subsidiary also granted LRC an option to purchase

additional royalty interest with respect to certain additional Brazilian mineral rights and properties on the same terms and conditions

as the Royalty, at a total purchase price of $ 5,000,000 .

4 – OTHER NONCURRENT LIABILITIES

noncurrent liabilities are comprised solely of social contributions and other employee-related costs at our operating subsidiaries located

The balance of these employee related costs as of December 31, 2022 and 2021 amounted to $ 78,964 and $ 108,926 , respectively.

The balance of these employee related costs as of December 31, 2023 and 2022 amounted to $ 58,579

and $ 78,964 ,

respectively.

5 – STOCKHOLDERS’ EQUITY

and Amendments

Stock and Amendments

On July 18, 2022, the board of directors of the Company (the “Board

of Directors” or “Board”) adopted resolutions to effect a reverse stock split of the Company’s issued and outstanding

shares of common stock at a ratio of 1-for-750 without affecting the number of shares of authorized common stock (the “Originally

Intended Reverse Stock Split”).

The holder of the majority voting power of our voting stock (the “Majority Stockholder”)

approved the Originally Intended Reverse Stock Split by written consent on July 18, 2022, in lieu of a meeting of stockholders as permitted

under the Nevada Revised Statute (“NRS”) Section 78.320(2) and the company’s bylaws, as then amended (the “Bylaws”).

For additional information on the Originally Intended Reverse Stock Split, refer to the Definitive Information Statement filed by the

Company with the U.S.

Securities and Exchange Commission (the “SEC” or the “Commission”) on July 29, 2022 (the

“2022 Information Statement”) and the Form 8-K filed by the Company with the Commission on December 22, 2022, both available

on EDGAR at www.sec.gov.

On December 20, 2022, the Company filed a Certificate of Amendment to its

Articles of Incorporation with the Secretary of State of the State of Nevada (“SOS”) that was intended to effect the Originally

Intended Reverse Stock Split (the “Original Articles Amendment”).

In April 2023, the Board of Directors determined (i) that

the Original Articles Amendment inaccurately stated that the Originally Intended Reverse Stock Split was obtained by a stockholder vote

under NRS 78.390, while approval of the stockholders was required under NRS 78.2055, with the holders of common stock voting as a separate

and (ii) that the Original Articles Amendment was a nullity in that, under Nevada law, filing an amendment to articles of incorporation

is not necessary to effectuate a reverse stock split.

As a result, the Board of Directors determined that it would be in the best interest

of the Company to take corrective action to remedy the inaccuracy and to file the documents that would have been necessary to effectuate

a 1-for-750 reverse stock split of the issued and outstanding common stock with a corresponding split of the authorized common

stock (the “Rectified Reverse Stock Split”) and then immediately thereafter increase the number of shares of authorized common

stock back to the number it was prior to the Rectified Reverse Stock Split as of December 20, 2022.

Pursuant to the action of the

Company’s board of directors by unanimous written consent on April 21, 2023, the board of directors authorized and approved

(i) the Certificate of Correction to correct the Original Articles Amendment (the “Certificate of Correction”), and (ii)

the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) including the Certificate of Validation

of the Certificate of Change (the “Change Validation Certificate”) in order to decrease the number of shares of the

Company’s issued and outstanding shares of common stock and correspondingly decrease the number of authorized shares of common

stock, each at a ratio of 1-for-750 , retroactively effective as of December 20, 2022, without a vote of the stockholders.

of directors also directed that the Company file the Certificate of Correction with the SOS and thereafter file the Certificate of

Change including the Change Validation Certificate with the SOS.

Pursuant to the NRS, no stockholder approval for this action was

On May 25, 2023, the Company filed the Certificate of Correction and Certificate of Change including the Change Validation

Certificate with the SOS, as also reported in Exhibits 3.2 and 3.1, respectively, to the Form 8-K filed by the Company with the

Commission on May 25, 2023.

carry out the original intent of the Originally Intended Reverse Stock Split and in light of the correction, ratification and validation

of the Rectified Reverse Stock Split as described above, the Company’s Board of Directors and the Majority Stockholder approved

on April 21, 2023 the Authorized Capital Increase Amendment to increase the authorized number of shares of common stock from 5,333,334

shares to 4,000,000,000 shares retroactively as of December 20, 2022, in accordance with the board’s and stockholders’ original

intent in effecting the Originally Intended Reverse Stock Split.

the Board of Directors determined that it was advisable and in the best interests of the Company to amend and restate the Company’s

articles of incorporation (as amended to date, the “Current Articles”) to decrease the number of shares of authorized common

stock to two hundred million ( 200,000,000 ) and to amend certain other provisions in the Company’s Current Articles (the “Amended

and Restated Articles”).

The Board of Directors and the Majority Stockholder determined to decrease the number of shares of our

authorized common stock in order to reduce the number of shares available for issuance given that the large number of shares of common

stock authorized for issuance may have a perceived negative impact on any potential future efforts to attract additional financing due

to the dilutive effect of having such a large number of shares available for issuance.

On April 21, 2023, the Company’s board of

directors and the Majority Stockholder approved the Amended and Restated Articles.

Following the effectiveness of the Certificate of

Correction and the Certificate of Change including the Change Validation Certificate filed with the SOS, on May 25, 2023, the Company

filed the Amended and Restated Articles, as also reported in Exhibit 3.3 of the Form 8-K filed by the Company with the Commission on

May 26, 2023.

foregoing corporate actions were disclosed in the Definitive Information Statement on Schedule 14C (the “Information Statement”)

filed by the Company with the Commission on May 2, 2023.

As also contemplated in the Information Statement, on May 25, 2023, the Company

also filed with the SOS a Certificate of Withdrawal of Designation of the Series B Convertible Preferred Stock and the Certificate of

Withdrawal of Designation of the Series C Convertible Preferred (collectively, the “Certificates of Withdrawal”).

of the Certificates of Withdrawals were effective as of May 25, 2023.

of December 31, 2022, the Company had 4,000,000,000 common shares authorized with a par value of $ 0.001 per share.

Pursuant to the vote

by a written consent dated April 21, 2023, of the Company’s Majority Stockholder, entitled to 51% of the voting power of the Company’s

issued and outstanding voting stock , the number of shares of the Company’s authorized common stock was decreased to 200,000,000

As of December 31, 2023, the Company had 200,000,000 authorized shares of common stock, with a par value of $ 0.001 per share.

connection with the Originally Intended Reverse Stock Split, as corrected by the Rectified Reverse Stock Split, the Company effectuated

as of December 20, 2022 a reverse stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse

Stock Split”).

Following the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically

converted into one issued and outstanding share of common stock, without any change in par value per share .

No fractional shares were

issued as a result of the Reverse Stock Split and no cash or other consideration was paid.

Instead, we issued one whole share of the

post-split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

As rectified, the Reverse Stock Split did not affect the number of shares of authorized stock.

All share, equity award, and per share

amounts contained in these Consolidated Financial Statements have been adjusted to reflect the Reverse Stock Split for all prior periods

A Preferred Stock

7 unchanged sentences

the total votes based on their respective voting power.

The one outstanding share of our Series A Stock has been held by our Chief Executive

Officer and Chairman, Mr.

Marc Fogassa since December 18, 2012.

D Preferred Stock

2 unchanged sentences

The Certificate

of Designations, Preferences and Rights of Series D Convertible Preferred Stock provides that for so long as Series D Stock is issued

and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series D Stock is converted into shares

of common stock.

One share of Series D Stock is convertible into 13,34 shares of common stock and may be converted at any time at the

election of the holder.

Holders of the Series D Stock are not entitled to any liquidation preference over the holders of common stock,

and are entitled to any dividends or distributions declared by the Company on a pro rata basis.

September 15, 2021, the Company issued 214,006 shares of Series D Stock to Marc Fogassa for the conversion of $ 566,743 in convertible

note principal and $ 75,275 of interest expense.

of Designations, Preferences and Rights of Series D Convertible Preferred Stock (the “Series D COD”) provides that for so

long as Series D Stock is issued and outstanding, the holders of Series D Stock shall have no voting power until such time as the Series

D Stock is converted into shares of common stock.

Pursuant to the Series D COD one share of Series D Stock is convertible into 10,000

shares of common stock and may be converted at any time at the election of the holder.

Giving effect to the Reverse Stock Split discussed

above, each share of Series D Stock is effectively convertible into 13 and 1/3 shares of common stock.

Holders of the Series D Stock

are not entitled to any liquidation preference over the holders of common stock and are entitled to any dividends or distributions declared

by the Company on a pro rata basis .

Ended December 31, 2022, Transactions

December 20, 2022, we filed a Certificate of Amendment to our Articles of Incorporation (the “Amendment”) to effect a reverse

stock split of our issued and outstanding shares of common stock at a ratio of 1-for-750 (the “Reverse Stock Split”) .

the Reverse Stock Split, each 750 shares of our issued and outstanding shares of common stock were automatically converted into one issued

and outstanding share of common stock, without any change in par value per share.

No fractional shares were issued as a result of the

Reverse Stock Split and no cash or other consideration was paid.

Instead, we issued one whole share of the post-split common stock to

any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

The Reverse Stock Split

did not affect the number of shares of authorized stock.

Our common stock began trading on a Reverse Stock Split-adjusted basis on December

23, 2022 and was assigned a new temporary ticker symbol “ATLXD” for the 20 business days following the reverse stock split

and on the 21 st day, it will change back to “ATLX.”

the year ended December 31, 2022, the Company issued 832,439 shares of common stock for gross proceeds of $ 3,901,524 pursuant to subscription

agreements with accredited investors.

Additionally, the Company issued 116,959 shares of common stock valued at $ 1,000,000 for mining

rights purchases.

Additionally, the Company issued 116,959 shares of common stock valued at $ 1,000,000 as part of

a payment for a lithium mining rights purchase.

Ended December 31, 2023, Transactions

the year ended December 31, 2021, the Company issued 174,019,679 shares of common stock for gross proceeds of $ 941,009 pursuant to subscription

agreements with accredited investors.

Additionally, the Company issued 523,710,635 shares of common stock upon conversion of $ 1,362,988

in convertible notes payable and accrued interest.

Further, the Company issued shares of common stock for net proceeds of $ 75,000 upon

the exercise of 423,816,100 stock options and warrants.

Lastly, the Company issued 16,600,539 shares of common stock valued at $ 165,534

to contractors for services provided.

January 9, 2023, the Company, entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division

of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”), pursuant to which

the Company agreed to sell an aggregate of 675,000 shares of the Company’s common stock, to the Representative, at a public offering

price of $ 6.00 per share (the “Offering Price”) in a firm commitment public offering (the “Offering”).

also granted the Representative a 45-day option to purchase up to 101,250 additional shares of the Company’s common stock upon

the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering (the “Over-Allotment

On January 11, 2023, the Representative delivered its notice to exercise the Over-Allotment Option in full.

shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No.

filed with the Commission and declared effective on January 9, 2023 (the “Registration Statement”).

The consummation of the

Offering took place on January 12, 2023 (the “Closing”).

connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting

compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of common stock, equal to 5 % of the number

of shares of common stock sold in the Offering (excluding the Over-Allotment option), at an exercise price of $ 7.50 , equal to 125 % of

the Offering Price (the “Representative’s Warrants”).

The Representative’s Warrants are exercisable for a period

of five years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days

from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e).

Aggregate gross proceeds from the Offering were

$ 4,657,500 .

Company previously reported it was acquiring five mineral rights totaling 1,090.88 hectares pursuant to a mineral rights purchase agreement

entered into on January 19, 2023 (the “Acquisition Agreement”).

After a period of preliminary assessment, the Company and

the counterparty to the agreement agreed to revise the terms of the acquisition, following which the Company ultimately consummated the

acquisition of only one mineral right totaling 45.77 hectares.

The mineral right is located in the municipalities of Araçuaí

and Itinga, in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

The Company’s obligations

under the Acquisition Agreement as revised are:

of $ 400,000 , which payment took place on January 19, 2023, and

of $ 750,000 worth of restricted shares of common stock of the Company which took place on February 1, 2023;

January 30, 2023, the company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two investors

(the “Investors”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation S private placement

(the “Private Placement”) an aggregate of 640,000 restricted shares of the Company’s common stock (the “Shares”).

The purchase price for the Shares was $ 6.25 per share, for total gross proceeds of $ 4,000,000 .

The Private Placement transaction closed

on February 1, 2023.

November 29, 2023 the company entered into two securities purchase agreements (the “ Purchase Agreements ”),

with certain accredited investors (the “ Investors ”) pursuant to which the Company agreed to sell and issue 167,954

shares of its common stock, par value $ 0.001

per share (the “ Registered Shares ”) to each Investor in a registered direct offering (the

“ Registered Offering ”) at a purchase price of $ 29.77

for total gross proceeds of approximately $ 9.9

million after deducting offering expenses paid by the Company.

The registered offering took place on December 6, 2023.

Additionally,

during the twelve months ended December 31, 2023, the Company sold an aggregate of 192,817 shares of our common stock to Triton Funds,

LP for total gross proceeds of $ 1,675,797 pursuant to a Common Stock Purchase Agreement (the “CSPA”) entered into between

the Company and Triton Funds, LP, dated February 26, 2021.

For a description of the transactions contemplated under the CSPA, please

refer to our Form 8-K filed with the Commission on March 2, 2021.

May 26, 2023, our CEO and Chairman, Mr.

Marc Fogassa, elected to convert 214,006 shares of Series D Stock, representing all of his outstanding

shares of Series D Stock at that time, into shares of common stock.

As a result, of such conversion, the Company issued Mr.

Fogassa 2,853,413

new shares of common stock.

July 18, 2023, the Company consummated a transaction with four investors, pursuant to which the Company agreed to issue and sell to the

Investors in a Regulation S private placement an aggregate of 526,317 restricted shares of the Company’s common stock, par value

$ 0.001 per share.

The purchase price for the Shares was $ 19.00 per share, for total gross proceeds of $ 10,000,023 .

The Company currently

intends to use the proceeds from the Private Placement for general working capital purposes.

The Investors each made customary representations,

warranties and covenants, including, among other things, that each of the Investors is a “non-U.S.

Person” as defined in

Regulation S, and that they were not solicited by means of generation solicitation.

No broker-dealer or private placement agent was involved

in the Private Placement.

The Company entered into a certain technical services agreement with one of the Investors with experience in

the lithium industry.

Stock Incentive Plan

May 25, 2023, the Board approved the 2023 Stock Incentive Plan (the “Plan”) which enables the grant of stock options, stock

appreciation rights, restricted stock, performance shares, stock unit awards, other stock-based awards, and performance-based cash awards,

each of which may be granted separately or in tandem with other awards.

The number of shares of Company’s common stock issuable

pursuant to Plan will be equal to 2,000,000 shares.

For a description of the 2023 Stock Incentive Plan, please refer to the Company’s

Revised Definitive Information Statement on Schedule 14C filed with the Commission on June 5, 2023.

Stock Options

the year ended December 31, 2022 and 2021, the Company granted options to purchase common stock to officers and non-management directors.

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

the years ended December 31, 2023 and 2022, the Company granted options to purchase common stock to officers, consultants and non-management

The options were valued using the Black-Scholes option pricing model with the following ranges of assumptions:

BLACK-SCHOLES OPTION PRICING MODEL

Expected volatility

216.34 % – 354.13 %

44.8 % – 124.4 %

Risk-free interest rate

1.44 % – 4.05 %

0.9 % – 1.75 %

Stock price on date of grant

$ 0.7500 - $ 12.3750

$ 0.30 - $ 6.00

Dividend yield

Expected term

OF OUTSTANDING AND EXERCISABLE OPTIONS

Number of Options Outstanding and Vested

Exercise Price

Remaining Contractual

Aggregated Intrinsic

Outstanding, January 1, 2022

Outstanding and vested, December 31, 2022

The common stock options issued in the year ended

December 31, 2022 were issued with a grant date fair value of $ 58,685 .

following table reflects all outstanding and exercisable Series D preferred stock options as at December 31, 2022.

All preferred

stock options immediately vest and are exercisable for a period of ten years from the date of issuance.

in common stock options for the years ended December 31, 2023 and 2022 were as follows:

SCHEDULE OF COMMON

STOCK OUTSTANDING

of Options Outstanding and Vested

3 unchanged sentences

January 1, 2023

and vested, December 31, 2022

1 This presents the exercise price required to purchase 13.34 shares of common stock, as one

share of Series D Stock is convertible into 13.34 shares of common stock at any time at the election of the holder.

The Series D preferred stock options issued in the

year ended December 31, 2022 were issued with a grant date fair value of $ 863,076 .

During the year ended December

31, 2021, the Company granted common stock options and Series D preferred stock options to purchase an aggregate of 486,786 shares of

common stock to officers and non-management directors.

The options were valued using the Black-Scholes option pricing model with the following

average assumptions:

our stock price on the date of the grant which ranged between $ 0.3000 and $ 6.0000 , expected dividend yield of 0.0 %,

expected volatility between 44.80 % and 124.40 % estimated based on historical share price volatility, risk-free interest rate between 0.90 %

and 1.75 %, and an expected term of 10 years.

The options were valued with a total grant date fair value of $ 1,104,364 .

Note 7 – Related Party Transactions for more information related to stock options issued and outstanding for the Company’s

subsidiaries Jupiter Gold and Apollo Resources.

Purchase Warrants

Exercised (2)

Outstanding and vested,

December 31, 2023

of Options Outstanding and Vested

Average Exercise Price

Contractual Life (Years)

Intrinsic Value

Outstanding and vested,

December 31, 2022

the year ended December 31, 2023, 80,000 common stock options were issued with a grant date fair value of $ 446,726 .

the year ended December 31, 2023, common stock option holders exercised a total 207,141 options at a weighted average exercise price

of $ 1.4151 to purchase 206,599 shares of the Company’s common stock.

The exercises were paid for with (i) $ 281,134 in cash

proceeds to the Company and (ii) 542 options conceded in cashless exercises.

As a result of the options exercised, the Company issued

206,599 shares of common stock.

the year ended December 31, 2022, 174,697 common stock options were issued with a grant date fair value of $ 58,685 .

year ended December 31, 2023, the Company recorded $ 446,726 in stock-based compensation expense from common stock options in the consolidated

statements of operations and comprehensive loss ($ 58,685 , during the year ended December 31, 2022).

D Preferred Stock Options

the years ended December 31, 2023 and 2022, the Company granted options to purchase series D stock to directors of the Company.

Series D preferred stock options granted vested immediately at the grant date and were exercisable for a period of ten years from the

date of issuance.

The options were valued using the Black-Scholes option pricing model with the

following ranges of assumptions:

OF OPTIONS FAIR VALUE ASSUMPTIONS

Expected volatility

Risk-free interest rate

Stock price on date of grant

Dividend yield

in Series D preferred stock options for the years ended December 31, 2023 and 2022 were as follows:

SCHEDULE OF PREFERRED STOCK

of Options Outstanding and Vested

Average Exercise Price(a)

Intrinsic Value

Outstanding and vested,

Exercised (2)

Outstanding and vested,

of Options Outstanding and Vested

Average Exercise Price(a)

Intrinsic Value

Outstanding and vested,

December 31, 2022

(a) Represents

the exercise price required to purchase one share of Series D Stock, which is convertible

into 13 and 1/3 shares of common stock at any time at the election of the holder.

the year ended December 31, 2023, 36,000 Series D preferred stock options were issued with a total grant date fair value of $ 2,507,766 ,

the year ended December 31, 2023, Series D preferred stock option holders exercised a total 108,000 options at an exercise price

of $ 0.10 to purchase 108,000 shares of the Company’s Series D Stock.

The exercises were paid for with $ 10,800 in cash proceeds

to the Company.

As a result of the Series D preferred stock options exercised, the Company issued 108,000 shares of Series D Stock.

The stockholders of the Series D Stock subsequently converted 108,000 shares of Series D Stock into 1,439,996 shares of common stock.

the year ended December 31, 2022, 36,000 Series D preferred stock options were issued with a total grant date fair value of $ 854,946 .

year ended December 31, 2023, the Company recorded $ 2,507,766 in stock-based compensation expense from Series D preferred stock options

in the consolidated statements of operations and comprehensive loss ($ 854,946 , during the year ended December 31, 2022).

at December 31, 2023, there are no Series D preferred stock options outstanding and no shares of Series D Stock outstanding.

Stock Purchase Warrants

purchase warrants are accounted for as equity in accordance with ASC 480, Accounting for Derivative Financial Instruments Indexed

to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity .

following table reflects all outstanding and exercisable warrants at December 31, 2022.

All warrants are exercisable for a period of two

to four years from the date of issuance:

SCHEDULE OF WARRANT ACTIVITY

Number of Warrants Outstanding

Weighted Average Exercise Price

Weighted Average Contractual

Outstanding, January 1, 2022

the years ended December 31, 2023 and 2022, the Company issued common stock purchase warrants to investors, finders and brokers in connection

with the Company’s equity financings.

All warrants vest within 180 days from issuance and are exercisable for a period of one to

five years from the date of issuance.

The common stock purchase warrants were valued using the Black-Scholes option pricing model with

the following ranges of assumptions:

OF WARRANT ASSUMPTION

Expected volatility

Risk-free interest rate

Stock price on date of grant

Dividend yield

Expected term

in common stock purchase warrants for the years ended December 31, 2023 and 2022 were as follows:

OF WARRANT ACTIVITY

Average Exercise Price

Average Contractual Life (Years)

Intrinsic Value

Outstanding and vested, January 1, 2023

Warrants issued (1)

1 unchanged sentence

Outstanding and vested, December 31, 2023

The stock purchase warrants issued in the year ended

December 31, 2022 were issued with a grant date fair value of $ 807,308 .

The warrants were valued using the Black-Scholes option pricing

model with the following ranges of assumptions:

our stock price on the date of the grant which ranged between $ 7.5750 and $ 12.6750 , expected

dividend yield of 0.0 %, expected volatility between 188.48 % and 197.45 % estimated based on historical share price volatility, risk-free

interest rate between 2.79 % and 3.79 %, and an expected term of 2 to 4 years.

of Warrants Outstanding and Vested

Average Exercise Price

Average Contractual Life (Years)

Outstanding and vested, January 1, 2022

Warrants issued (3)

Warrants exercised (4)

Outstanding and vested, December 31, 2022

warrants issued in the year ended December 31, 2023 had a total grant date fair value of $ 2,158,116 .

the year ended December 31, 2023, warrant holders exercised a total 507,444 warrants to purchase 446,948 shares of the Company’s

common stock.

The warrant exercises were executed with exercise prices ranging between $ 5.1085 and $ 15.00 per share and were paid

for with (i) $ 1,774,608 in cash proceeds to the Company and (ii) 60,496 warrants conceded in cashless exercises.

As a result of the

warrants exercised, the Company issued 446,948 shares of common stock.

warrants issued in the year ended December 31, 2022 had a total grant date fair value of $ 853,397 .

the year ended December 31, 2022, warrant holders exercised a total 154,230 warrants to purchase 135,631 shares of the Company’s

common stock.

The warrant exercises were executed with exercise prices ranging between $ 4.3125 and $ 8.025 per share and were paid

for with (i) $ 600,159 in cash proceeds to the Company and (ii) 18,610 warrants conceded in cashless exercises.

As a result of the

warrants exercised, the Company issued 135,631 shares of common stock.

year ended December 31, 2023, the Company recorded the following as a result of the Company’s common stock purchase warrants:

$ 1,961,661 in stock-based compensation expense in the consolidated statements of operations and comprehensive loss and (ii) $ 196,454

in share issuance costs in the consolidated statement of changes in equity ($ 853,397 and $ nil , during the year ended December 31, 2022).

the year ended December 31, 2023, the Company granted RSUs to certain officers, consultants and directors of the Company.

The RSUs were

granted with varying vesting conditions as tailored to each recipient.

Each RSU is redeemable for one share of the Company’s Common

Stock immediately upon vesting.

The RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were as follows:

204,904 RSUs which vested

immediately upon grant.

88,653 RSUs awarded to

finders which vested upon completion of the Company’s royalty financing and equity financings in the period.

226,364 RSUs which time-vest

71,405 vesting in 2024, 69,405 vesting in 2025, 54,404 vesting in 2026, and 31,150 vesting in 2027

623,000 RSUs which vest

upon achieving certain performance milestones at our Neves Project.

RSUs granted with immediate-vesting, time-vesting, and performance-vesting conditions were issued with a total grant date fair value

of $ 23,037,701 , including $ 849,340 measured using Hull-White lattice binomial model for awards with escrow requirements and $ 22,188,361

measured using the Company’s 20-day volume weighted average price trailing to the date the RSU was granted.

the year ended December 31, 2023, the Company granted RSUs with market-vesting conditions as follows:

77,000 RSUs which shall

vest upon achieving certain market capitalization milestones ranging between $ 500 million and $ 2 billion.

These were designated as

equity-classified awards and are measured at amortized cost.

A quantity of RSUs which

shall vest in seven individual tranches equivalent to 0.20 % of the Company’s common stock outstanding each, up to a maximum

of 1.4 %, if and when the Company’s market capitalization achieves progressive milestones ranging from $ 200 million to $ 1 billion.

These were designated as liability-classified awards and are measured at fair value through profit or loss.

RSUs with market-vesting conditions were issued with a total grant date fair value of $ 3,068,763 , as measured using a Monte Carlo Simulation

with the following ranges of assumptions:

the Company’s stock price on the grant dates ($ 23.81

to $ 30.61 ), expected dividend yield of 0 %, expected volatility between 82.80 % and 102.49 %, risk-free interest rate between a range of

5.09 % to 5.53 %, and an expected term between 6 months and 3 years .

The expected volatilities were based

on historical volatilities of the securities of the Company and its trading peers, and the risk-free interest rates were determined based

on the prevailing rates at the grant date for U.S.

Treasury Bonds with a term equal to the expected term of the award being valued.

During year ended

December 31, 2023, the Company recorded the following as a result of the Company’s RSU activity:

(i) 220,437 RSUs were redeemed

for common shares issued ( nil , during the year ended December 31, 2022), and (ii) $ 9,926,951 in stock-based compensation expense ($ nil ,

during the year ended December 31, 2022).

As of December 31, 2023, the Company had 1,167,652 RSUs outstanding including 115,653 vested

and 1,051,999 unvested, and had a $ 513,756 derivative liability outstanding from liability-classified awards (December 31, 2022:

outstanding and a $ nil derivative liability).

6 – COMMITMENTS AND CONTINGENCIES

Company rents office space in the U.S.

for approximately $ 5,750

on a month-to-month basis.

The Company also rents office space in Brazil.

Such costs are immaterial to the consolidated financial statements.

The following table summarizes certain of Atlas’s contractual obligations at December 31, 2023 (in thousands):

SCHEDULE OF CONTRACTUAL OBLIGATIONS

processing plant construction (1)

Acquisition (2)

processing plant construction are related to agreements with suppliers contracted for the construction of the processing plant, with

the majority of payments due upon delivery.

acquisition related to the land purchase agreements on the lithium valley

see commitments related to Leases in Note 2.

7 - RELATED PARTY TRANSACTIONS

related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party.

related party transactions have been reviewed and approved by the board of directors.

Company’s related parties include:

OF RELATED PARTIES

Rowley is a senior advisor to the Company.

In 2023, the Company entered into a Convertible Note Purchase Agreement with Martin Rowley

relating to the issuance to Martin Rowley along with other experienced lithium investors.

Martin Rowley is the father of Nick Rowley, the Company’s VP Business Development .

Jaeger Investments Pty Ltd

Jaeger Investments Pty Ltd is a corporation in which senior advisor, Martin Rowley, is a controlling shareholder.

International DMCC

International DMCC is a corporation in which the VP Business Development of the Company, Nick Rowley, and Brian Talbot, our Chief Operating

Officer effective on April 1, 2024 are controlling shareholders .

Chengxin Lithium Group Co., Ltd

Chengxin Lithium Group Co., Ltd is a non-controlling shareholder .

Yahua Industrial Group Co., Ltd

Yahua Industrial Group Co., Ltd, is a non-controlling shareholder .

Services Agreement:

The Company entered into an independent consultant service agreement with RTEK International.

Note Purchase Agreement:

The Company entered into a Convertible Note Purchase Agreement with Martin Rowley relating to the issuance to

Martin Rowley along with other experienced lithium investors of convertible promissory notes with an aggregate total principal amount

of $ 10.0 million, accruing interest at a rate of 6.5 % per annum.

The Notes will mature on the date that is thirty-six months from the

Closing Date.

and Sales Agreements:

In 2023 the Company entered into Offtake and Sales Agreements with each of Sichuan Yahua Industrial Group Co.,

and Sheng Wei Zhi Yuan International Limited.

a subsidiary of Shenzhen Chengxin Lithium Group Co., Ltd., pursuant to which the

Seller agreed, for a period of five ( 5 )

years, to sell to each Buyer 60,000

dry metric tons of lithium concentrate (the “Product”) per year, subject to Seller’s authority to increase or

decrease such quantity by up to ten percent ( 10 %)

Each Buyer agreed invest $ 5.0 million in the purchase of shares of our common stock at $ 29.77 per share and to pre-pay to

us, the Seller, $ 20.0

million (each, a “Pre-Payment Amount”) for future deliveries of the Product after the company obtains customary

Each Pre-Payment Amount will be used to offset against such Buyer’s future payment obligations for the

related parties outstanding amounts and expenses at the year ending December 31, 2023 and 2022 are shown below:

OF RELATED PARTIES OUTSTANDING AMOUNT AND EXPENSES

Payable / Debt

RTEK International

Jaeger Investments Pty Ltd.

the course of preparing consolidated financial statements, we eliminate the effects of various transactions conducted between Atlas and

its subsidiaries and among the subsidiaries.

Gold Corporation

the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 525,000

shares of its common stock to Marc Fogassa at

prices ranging between $ 0.01

The options were valued at $ 103,707

and recorded to stock-based compensation.

options were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price

on the date of the grant ($ 0.58

the year ended December 31, 2023, Jupiter Gold granted options to purchase an aggregate of 420,000 shares

of its common stock to Marc Fogassa at prices ranging between $ 0.01 to

The options were valued at $ 115,038 and

recorded to stock-based compensation.

The options were valued using the Black-Scholes option pricing model with the following

average assumptions:

the Company’s stock price on the date of the grant ($ 0.65 to

an illiquidity discount of 75 %,

expected dividend yield of 0 %,

1 unchanged sentence

risk-free interest rate between a range of 3.42 %

and an expected term between 5

As of December 31, 2022, an aggregate

Jupiter Gold common stock options were outstanding

with a weighted average life of 4.74

years at an average exercise price of $ 0.57

and an aggregated intrinsic value of $ 1,077,050 .

Fogassa’s employment agreement with Jupiter Gold stipulates an annual compensation of $ 275,000 for his services as the chief

executive officer, and such amount may be paid in stock of Jupiter Gold or in cash or as combination of stock and cash at the choice

and an expected term between 5 and 10 years.

During the year ended December 31, 2023, Marc Fogassa exercised a total 1,115,000 options

at a $ 0.98 weighted

average exercise price.

These exercises were paid for with 386,420 options

conceded in cashless exercises.

As a result of the options exercised, the Company issued 728,580 shares

of Jupiter Gold’s common stock to Marc Fogassa.

As of December 31, 2023, an aggregate 1,210,000 Jupiter

Gold common stock options were outstanding with a weighted average life of 8.22 years

at an average exercise price of $ 0.043 and

an aggregated intrinsic value of $ 1,041,300 .

the Company acquired 320,700

shares of Jupiter Gold common stock at $ 1.00

per share in satisfaction of existing debt.

the year ended December 31, 2022, Jupiter Gold granted options to purchase an aggregate of 420,000 shares of its common stock to Marc

Fogassa at prices ranging between $ 0.01 to $ 1.00 per share.

The options were valued at $ 103,707 and recorded to stock-based compensation.

The options were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock

price on the date of the grant ($ 0.58 to $ 1.25 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility

calculated between 97.3 % and 225.8 %, risk-free interest rate between a range of 1.51 % to 3.5 %, and an expected term between 5 and 10

As of December 31, 2022, an aggregate 1,905,000 Jupiter Gold common stock options were outstanding with a weighted average life

of 4.74 years at an average exercise price of $ 0.57 and an aggregated intrinsic value of $ 1,077,050 .

Resource Corporation

the year ended December 31, 2023, Apollo Resources granted options to purchase an aggregate of 180,000 shares of its common stock to

Marc Fogassa at a price of $ 0.01 per share.

The options were valued at $ 235,034 and recorded to stock-based compensation.

were valued using the Black-Scholes option pricing model with the following average assumptions:

the Company’s stock price on the

date of the grants ($ 5.00 to $ 6.00 ), an illiquidity discount of 75 %, expected dividend yield of 0 %, historical volatility calculated

between 17.41 % and 57.96 %, risk-free interest rate between a range of 3.42 % to 4.73 %, and an expected term of 10 years.

As of December

31, 2023, an aggregate 405,000 Apollo Resources common stock options were outstanding with a weighted average life of 8.84 years at an

average exercise price of $ 0.01 and an aggregated intrinsic value of $ 2,425,950 .

During 2023, the Company purchased 527,750 shares

of Apollo Resource Corporation common stock at $ 5.98 per share.

the year ended December 31, 2022, Apollo Resources granted options to purchase an aggregate of 225,000

6 unchanged sentences

on the date of the grant ($ 4.00

an illiquidity discount of 75 %,

expected dividend yield of 0 %,

7 unchanged sentences

and an aggregated intrinsic value of $ 1,125,000 .

Fogassa’s employment agreement with Apollo Resources stipulates an annual compensation of $ 275,000 for his services as the

chief executive officer, and such amount may be paid in stock of Apollo Resources or in cash or as combination of stock and cash at the

choice of Mr.

related party transactions are recorded at the exchange amount transacted as agreed between the Company and the related party.

related party transactions have been reviewed and approved by the board of directors.

8 – RISKS AND UNCERTAINTIES

6 unchanged sentences

Company’s consolidated financial statements are denominated in U.S.

Accordingly, changes in exchange rates between

the applicable foreign currency and the U.S.

dollar affect the translation of each foreign subsidiary’s financial results into

Accordingly, changes in exchange rates between the

applicable foreign currency and the U.S.

dollar affect the translation of each foreign subsidiary’s financial results into U.S.

dollars for purposes of reporting in the consolidated financial statements.

11 unchanged sentences

9 - SUBSEQUENT EVENTS

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2022 to the date

these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose

in these consolidated financial statements , except for these:

On January 9, 2023 (the “Effective Date”), Atlas Lithium Corporation, entered into an underwriting agreement (the “Underwriting

Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (the “Representative”),

pursuant to which the Company agreed to sell an aggregate of 675,000 shares of the Company’s common stock, par value $ 0.001 (“Common

Stock”), to the Representative, at a public offering price of $ 6.00 per share (the “Offering Price”) in a firm commitment

public offering (the “Offering”).

The Company also granted the Representative a 45-day option to purchase up to 101,250 additional

shares of the Company’s Common Stock upon the same terms and conditions for the purpose of covering any over-allotments in connection

with the Offering (the “Over-Allotment Option”).

On January 11, 2023, the Representative delivered its notice to exercise

the Over-Allotment Option in full.

shares of common stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No.

filed with the Securities and Exchange Commission (the “Commission”) and declared effective by the Commission on January

9, 2023 (the “Registration Statement”).

The consummation of the Offering took place on January 12, 2023 (the “Closing”).

connection with the Closing, the Company issued to the Representative, and/or its permitted designees, as a portion of the underwriting

compensation payable to the Representative, warrants to purchase an aggregate of 33,750 shares of Common Stock, equal to 5% of the number

of shares of Common Stock sold in the Offering (excluding the Over-Allotment option), at an exercise price of $ 7.50 , equal to 125% of

the Offering Price (the “Representative’s Warrants”) .

The Representative’s Warrants are exercisable for a period

of five years from the effective date of the Registration Statement, provided that they are subject to a mandatory lock-up for 180 days

from the commencement of sales of the Offering in accordance with FINRA Rule 5110(e).

gross proceeds from the Offering were $ 4,657,500 before deducting underwriting discounts and commissions of 7% of the gross proceeds,

and estimated Offering expenses.

The Company intends to use the net proceeds from the Offering to expand and accelerate its exploration

program leading to the identification and quantitative measurement of prospective lithium deposits, as well as for exploration for other

mineral deposits in its other properties, including drilling and assessment of deposits and reserves, if any, as well as for working

capital and general corporate purposes.

The Company may also use some amount of the proceeds for the acquisition of additional mineral

rights and/or mines, and mining assets such as earth moving equipment, processing and recovery units, among others.

The total expenses

of the Offering are estimated to be $ 537,581.43 , which included the underwriting discounts and commissions, the Representative’s

reimbursable expenses relating to the Offering, and the Company’s legal expenses.

On January 19, 2023, the Company consummated a transaction in which it acquired five lithium mineral rights (the “Mineral Rights”)

totaling 1,090.88 hectares (~ 2,696 acres) owned by an unrelated Brazilian mining enterprise pursuant to a Mineral Rights Purchase Agreement

(the “Acquisition Agreement”).

The Mineral Rights are located in the municipalities of Araçuaí and Itinga,

in a region known as “Lithium Valley” in the state of Minas Gerais in Brazil.

The Company’s technical team studied

the Mineral Rights and believes that they hold potential for lithium-bearing mineralization.

The Company has reasons to believe that

the acquisition of the Mineral Rights was part of a competitive process.

Company’s obligations under the Acquisition Agreement are:

of $ 400,000 , which payment took place on January 19, 2023, and issuance of $ 750,000 worth of restricted shares of common stock of

of $ 100,000 for each of the five areas comprising the Mineral Rights to be made upon the publication in the official gazette of the

government of the title transfer of each such area to the Company;

each of the five areas comprising the Mineral Rights, 30 days after the payment described in item b above, the initiation of ten

monthly payments of $ 22,000 ;

the Mineral Rights eventually yield at least five million tons of spodumene (a lithium-bearing mineral) containing at least an average

of 1.3% Li 2 O, as determined by a technical report prepared by an independent consulting firm pursuant to the requirements

of Regulation S-K 1300 (“SK1300 Report”), then an additional payment of 10 monthly installments of $10,000

and an additional issuance of $500,000 worth of restricted shares of common stock of the Company are to be made;

the Mineral Rights eventually yield at least 10 million tons of spodumene containing at least an average of 1.3% Li 2 O,

as determined by an SK1300 Report, then an additional payment of 10 monthly installments of $10,000 and an additional issuance of

$500,000 worth of restricted shares of common stock of the Company are to be made ;

the Mineral Rights eventually yield more than 10 million tons of spodumene containing at

least an average of 1.3% Li 2 O, as determined by an SK1300 Report, then a payment

of $0.20 per each ton above 10 million tons is to be made .

On January 30, 2023, the company entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with two

investors (the “ Investors ”), pursuant to which the Company agreed to issue and sell to the Investors in a Regulation

S private placement (the “ Private Placement ”) an aggregate of 640,000 restricted shares of the Company’s common

stock (the “ Shares ”), par value $ 0.001 per share.

The purchase price for the Shares was $ 6.25 per share, for total

gross proceeds of $ 4,000,000 .

The Private Placement transaction closed on February 1, 2023.

The Company currently intends to use the

net proceeds from the Private Placement for general working capital purposes.

The Investors have each made customary representations,

warranties and covenants, including, among other things, that each of the Investors is a “non-U.S.

Person” as defined in

Regulation S, and that they were not solicited by means of generation solicitation.

Articles of Incorporation of the Company filed with the Secretary of State of Nevada on December 15, 2011.

Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed by the Company on April 6, 2012.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 18, 2012.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012.

accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023.

Amended and Restated Articles of Incorporation of the Company dated May 25, 2023.

Incorporated by Reference to Exhibit No.

3.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023.

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on December 18, 2012.

Incorporated by reference to Company’s Current Report on Form 8-K filed with the Commission on December 26, 2012.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 24, 2012.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 28, 2013.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on August 27, 2019.

Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on April 14, 2020.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on July 16, 2020.

Incorporated by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2021.

Amended and Restated By-laws of the Company.

Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form

8-K filed with the Commission on April 12, 2021.

Second Amended and Restated By-laws of the Company Incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2023.

Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Nevada on September 16, 2021.

Incorporated by reference to Exhibit 3.8 to the Form S-1 filled with the Commission on January 28, 2022.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on December 20, 2022.

Incorporated by reference to Exhibit 3.1 to the Form 10-K filed with the Commission on December 22, 2022.

Certificate of Amendment to the Articles of Incorporation of the Company filed with the Secretary of State of the State of Nevada on March 21, 2022.

Incorporated by reference to Exhibit 3.9 to the Form 10-K filed with the Commission on March 29, 2022.

Common Stock Purchase Agreement between the Company and Triton Funds LLC dated February 26, 2021.

Incorporated by reference to Exhibit 1 to the Form 8-K filed with Commission on March 3, 2021.

Common Stock Purchase Warrant between the Company and Triton Funds LLC dated February 26, 2021.

Incorporated by reference to Exhibit 2 to the Form 8-K filed with Commission on March 3, 2021.

Form of Warrant between the Company and Warberg Funds.

Incorporated by reference to Exhibit 4.6 to the Form S-1 filled with the Commission on January 28, 2022.

Form of Warrant between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit 4.7 to the Form S-1 filled with the Commission on January 28, 2022.

Form of Representative’s Warrant.

Incorporated by reference to Exhibit 4.1 to the Form 8-K filed on January 13, 2023.

Incorporated by reference to Exhibit 3.8 to the Form S-1 filed with the Commission on January 28, 2022.

Description of Capital Stock.*

2017 Stock Incentive Plan incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the Commission on December 8, 2017.#

Agreement between the Company and GW Holdings Group LLC dated November 15, 2021.

Incorporated by reference to Exhibit 10.3 to the Form S-1 filled with the Commission on January 28, 2022.

Form of 6.5% Convertible Promissory Note due 2026.

Incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on November 8, 2023.

2023 Stock Incentive Plan incorporated by reference to Exhibit 1 to the Company’s Definitive Information Statement filed with the Commission on June 2, 2023.#

Form of Securities Purchase Agreement between the Company and funds managed by Warberg Asset Management LLC (“Warberg Funds”).

Incorporated by reference to Exhibit 10.4 to the Form S-1 filled with the Commission on January 28, 2022.

Incorporated by reference to Exhibit 10.4 to the Form S-1 filed with the Commission on January 28, 2022.

Form of Securities Purchase Agreement between the Company and investors other than Warberg Funds.

Incorporated by reference to Exhibit 10.5 to the Form S-1 filled with the Commission on January 28, 2022.

Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on February 3, 2023.

Consulting Services Agreement between the Company and Jason Baybutt.

Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed with the Commission on May 13, 2022.

Incorporated by reference to Exhibit 10.5 to the Form S-1 filed with the Commission on January 28, 2022.

Amended and Restated Employment Agreement Between Marc Fogassa and the Company.

Incorporated by reference to Exhibit 10.1 to the Form S-1 filled with the Commission on January 28, 2022.#

Incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the Commission on January 28, 2022.#

Employment Agreement between the Company and Gustavo Pereira de Aguiar.

Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed with the Commission on May 13, 2022.#

Form of Securities Purchase Agreement.

Incorporated by reference to Exhibit 10.1 to the Form 8-K filled with the Commission on February 3, 2023.

Mineral Rights Agreement dated January 19, 2023 relating to the acquisition of f ive lithium mineral rights.*

Employment Agreement between the Company and Igor Tkachenko dated September 30, 2023.#*

Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Yahua International Investment and Development Co., Ltd..

Incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Commission on December 1, 2023.

Offtake and Sales Agreement dated November 29, 2023, by and between the Company and Sheng Wei Zhi Yuan International Limited.

Incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the Commission on December 1, 2023.

Royalty Purchase Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.

Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Commission on May 2, 2023.

Gross Revenue Royalty Agreement dated May 2, 2023, by and between the Company and Lithium Royalty Corp.

Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Commission on May 2, 2023.

Subsidiaries of the Company.*

Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2021.

Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Consent of Independent Registered Public Accounting Firm.*

Certification of the Chief Executive Officer pursuant to Section 13a-14(a) of the Securities Exchange

Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Financial Officer pursuant to Section 13a-14(a) of the Securities Exchange

Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of the Chief Executive Officer and pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Technical Report Summary on the Rio Piracicaba Project from Apollo Resources Corporation.

Incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K/A filed with the SEC on June 3, 2022.

Technical Report Summary on the Das Neves Lithium Project.

Incorporated by reference to Exhibit 96.1 to the Current Report on Form 8-K filed with the SEC on September 8, 2022.

Section 1350, as adopted pursuant

to Section 906 of the Sarbanes-Oxley Act of 2002.**

Policy Relating to the Recovery of Erroneously Awarded Compensation*

Data files pursuant to Rule 405 of Regulation S-T.

5 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document)

Furnished herewith

Indicates management contract

or compensatory plan

Certain portions of the exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the Company customarily and actually treats the redacted information as private or confidential and the omitted

information is not material.

The Company agrees to furnish on a supplemental basis an unredacted copy of the exhibit and its materiality and privacy or

confidentiality analyses to the Securities and Exchange Commission upon its request.

management contract or compensatory plan

Form 10-K Summary

Company has elected not to provide a summary.

We have elected not to provide a summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

3 unchanged sentences

Executive Officer

Pursuant to the

requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated:

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated:

Executive Officer (Principal Executive Officer) and Chairman of the Board

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures